GEMINA PLATFORM TERMS OF USE

These Platform Terms of Use (the “Terms of Use”) govern access to and use of the Gemina digital platform, including its website, online interfaces, applications, tools, features and related digital services.

Gemina is a business-to-business wholesale platform operated by Concept 7 S.A.L., a Lebanese joint-stock company having its head office in Beirut, Lebanon, at Lot No. 7 of Real Estate No. 906, Achrafieh (“Concept 7”, “Gemina”, “we”, “us” or “our”, as the context requires).

The Gemina digital platform and its related website, online interfaces, applications, tools, features and digital services are collectively referred to in these Terms of Use as the “Platform.”

These Terms of Use apply to all applicants and authorized users of the Platform, including Brands and Buyers.

By completing the applicable registration process and actively selecting the checkbox confirming acceptance of these Terms of Use, you acknowledge that you have had the opportunity to access and review these Terms of Use, that you have read and understood them and that you agree to be legally bound by them.

Where Gemina subsequently issues an updated version of these Terms of Use, continued access to the Platform may be made conditional upon the User being presented with and affirmatively accepting the updated Terms in accordance with Section 22.

If you do not agree to these Terms of Use, you must not complete your registration or, where applicable, continue to access or use the Platform.

1. GEMINA AND SCOPE OF THESE TERMS

1.1 Gemina

Gemina is a curated B2B wholesale platform operated by Concept 7 S.A.L.

Concept 7 S.A.L. is a Lebanese joint-stock company established under the laws of the Republic of Lebanon, with its head office in Beirut, Lebanon, at Lot No. 7 of Real Estate No. 906, Achrafieh.

Gemina is the name under which Concept 7 S.A.L. operates the Platform. References in these Terms of Use to Gemina shall, where the context requires, mean Concept 7 S.A.L. in its capacity as operator of the Platform.

1.2 Purpose of the Platform

Gemina is designed to provide a curated digital environment through which approved professional Brands and professional Buyers can discover, present and access business opportunities in the wholesale market.

Gemina is intended to facilitate professional connections between Brands and Buyers and to provide the digital tools and infrastructure supporting their activity on the Platform.

Access to Gemina is not automatic and is subject to application, review, due diligence and approval by Gemina.

1.3 Scope of these Terms of Use

These Terms of Use govern access to and use of the Platform itself.

They include rules concerning:

(a) application and registration;
(b) eligibility and verification;
(c) Accounts and Account security;
(d) permitted and prohibited use of the Platform;
(e) User Content;
(f) intellectual property;
(g) confidentiality and protection of business information;
(h) electronic communications;
(i) third-party technology and integrations;
(j) Platform functionality and paid features;
(k) availability and security;
(l) suspension and termination of Platform access; and
(m) other matters directly relating to access to and use of Gemina's Platform and technology.

These Terms of Use do not, by themselves, govern the commercial terms of wholesale transactions conducted through the Platform.

Commercial marketplace activities and transactions may be governed by separate contractual documentation, including, where applicable:

(a) the Gemina Marketplace Terms & Conditions;
(b) applicable Brand Policies;
(c) proposals, orders, acceptances and purchase arrangements created through the Platform; and
(d) separate commercial agreements entered into between Gemina and a Brand or another User.

Where another agreement or policy expressly governs a particular commercial or transactional matter, that document shall govern that matter in accordance with its terms.

2. DEFINITIONS

For purposes of these Terms of Use:

“Account” means an approved account through which an authorized User accesses the Platform.

“Applicant” means a person or business that has submitted an application for access to Gemina but has not yet completed Gemina's approval and registration process.

“Brand” means a professional brand, label, designer, manufacturer, supplier or other eligible business approved by Gemina to maintain a Brand presence and present products or collections through the Platform.

“Brand Policies” means the operational and commercial policies established by a Brand and made available through the Platform in connection with wholesale transactions.

“Buyer” means a professional retailer, boutique, concept store, department store, wholesaler or other eligible business approved by Gemina to access the Platform in a buying capacity.

“Gemina” means the Gemina B2B wholesale platform operated by Concept 7 S.A.L. and, where the context requires, Concept 7 S.A.L. acting in its capacity as Platform operator.

“Platform” means has the meaning given in the introductory provisions of these Terms of Use.

“User” means a Brand, Buyer or other person authorized by Gemina to access or use an Account or the Platform.

“User Content” means any information, materials, documents or content submitted, uploaded, entered, displayed, transmitted or otherwise made available by a User through or in connection with the Platform.

3. B2B NATURE, ELIGIBILITY AND AUTHORITY

3.1 Business-to-Business Platform

Gemina is intended exclusively for business-to-business and professional use.

The Platform is not intended for consumers or individuals seeking to purchase products for personal, family or household purposes.

Every Applicant and User must apply for and use Gemina in connection with legitimate professional or commercial activity.

3.2 Business Capacity

Applicants may operate through a company, establishment, partnership, store, professional business, sole establishment or another business structure recognized under the laws applicable to them.

Gemina may determine whether a particular Applicant satisfies the professional and business requirements necessary to participate on the Platform.

3.3 Legal Capacity and Authority

An Applicant or User must possess the legal capacity required under applicable law to use the Platform and enter into legally binding obligations.

Where an individual applies, registers or uses Gemina on behalf of a company, establishment, store, Brand, partnership or other business, that individual represents that they have sufficient authority to act on behalf of that business for purposes of the relevant Account and use of the Platform.

Separate or additional authority may be required when the User accepts the Marketplace Terms & Conditions or enters into a wholesale transaction, purchase arrangement or other commercial commitment.

3.4 Eligibility Requirements

Gemina may establish, modify and apply eligibility, verification and due diligence requirements for Brands and Buyers.

Requirements may differ according to factors including:

(a) business type;
(b) jurisdiction;
(c) legal structure;
(d) commercial activity;
(e) category;
(f) regulatory requirements; and
(g) other circumstances reasonably considered relevant by Gemina.

Satisfaction of specified requirements does not create an automatic entitlement to admission to Gemina.

4. APPLICATION, DUE DILIGENCE AND APPROVAL

4.1 Initial Application

Prospective Brands and Buyers may apply for access to Gemina by submitting the information requested during the first stage of the application process.

This may include:

(a) first and last name of the relevant representative;
(b) business, Brand or store name;
(c) website;
(d) social media information;
(e) email address;
(f) telephone number; and
(g) other preliminary business information requested by Gemina.

Submission of an application does not create an Account and does not guarantee access to the Platform.

4.2 Gemina Review

Following an application, Gemina may review the Applicant and conduct such due diligence as Gemina considers appropriate.

Only Applicants approved by Gemina may be permitted to proceed to the next stage of registration.

4.3 Verification Documentation

Gemina may request information and documentation before or after granting Platform access.

Such documentation may include, without limitation:

(a) commercial or trade registration documents;
(b) trade licences;
(c) trademark or Brand documentation;
(d) company, establishment or other corporate documents;
(e) identification documents relating to authorized representatives;
(f) bank confirmations or bank letters;
(g) import, export or customs-related authorizations;
(h) evidence concerning a customs representative or customs broker where relevant; and
(i) any other information or documentation Gemina reasonably considers necessary to verify identity, legal existence, authority, legitimacy, business activity or suitability for participation on the Platform.

The documentation required may differ between Applicants and jurisdictions.

4.4 Accuracy and Continuing Cooperation

Applicants and Users must provide information that is accurate, current and complete.

They must not knowingly provide false, fraudulent, materially incomplete or misleading information.

Gemina may request clarifications, updated documents or additional information at any stage, including after an Account has been approved.

Users must reasonably cooperate with Gemina's verification and due diligence procedures.

4.5 Approval and Rejection

Gemina reserves the right, subject to applicable law, to approve or reject an application and to determine whether an Applicant satisfies Gemina's eligibility, verification, quality and business requirements.

Gemina may also apply exceptions or alternative verification arrangements where Gemina considers them appropriate having regard to the Applicant's jurisdiction, legal structure, business model or particular circumstances.

Approval of an Applicant does not constitute a certification, representation, warranty, endorsement or guarantee by Gemina concerning that Applicant or its business.

5. ACCOUNT CREATION AND SECURITY

5.1 Account Activation

Following approval of the initial application, an Applicant may be invited to complete the remaining registration requirements.

These may include providing additional business information and documentation and establishing the credentials necessary to use the Platform.

An Account becomes active only after the registration requirements determined by Gemina have been completed and Gemina has granted access.

5.2 Account Information

Users must maintain accurate and current Account information.

Users must promptly update their information where material changes occur.

Gemina may require Users to periodically confirm, update or reverify information or documentation.

5.3 Account Credentials

Users are responsible for maintaining the confidentiality and security of usernames, passwords and other Account credentials.

A User must not knowingly provide Account credentials to an unauthorized person or otherwise allow unauthorized access to its Account.

Users must promptly notify Gemina if they become aware of or reasonably suspect:

(a) unauthorized Account access;
(b) loss or compromise of credentials;
(c) misuse of an Account;
(d) suspicious Account activity; or
(e) another security incident affecting their Account.

5.4 Responsibility for Account Activity

Subject to applicable law, the business associated with an Account is responsible for activity undertaken through credentials issued to or authorized for that Account.

5.5 Additional Authorized Users

Gemina currently determines the number and type of login credentials available for each Account.

Gemina may introduce functionality allowing a Brand or Buyer to create or authorize additional users, team members, profiles or login credentials associated with its Account.

Such functionality may constitute a paid feature.

Gemina may make additional-user functionality or other Account functionality subject to:

(a) additional charges;
(b) subscription fees;
(c) different membership or Account levels;
(d) separate commercial terms; or
(e) other conditions communicated by Gemina.

Nothing in these Terms of Use requires Gemina to provide multiple-user functionality free of charge or as part of standard Platform access.

Where multiple authorized users are permitted, the business controlling the Account is responsible for managing their access and ensuring compliance with these Terms of Use.

6. RIGHT TO ACCESS AND USE THE PLATFORM

Subject to these Terms of Use and any other applicable agreement, Gemina grants each approved User a limited, non-exclusive, non-transferable and revocable right to access and use the Platform solely for legitimate professional and business purposes connected with its approved Account.

No ownership rights in the Platform, its technology or Gemina's intellectual property are transferred to any User.

Users may access only those profiles, areas, information and functionalities made available to their Account by Gemina.

Different categories of Users may be provided with different access rights.

For example, Buyers may be permitted to browse Brand profiles and Brand content whereas Brands may not be permitted to browse or access the profiles or confidential information of other Brands.

The fact that information is technically accessible does not grant a User an ownership right or unrestricted right to copy, extract, reproduce, distribute, disclose or commercially exploit that information.

7. ACCEPTABLE USE AND PROHIBITED ACTIVITIES

Users must use Gemina lawfully, professionally and consistently with these Terms of Use.

Users must not:

(a) provide false, fraudulent or intentionally misleading identity, business or Account information;
(b) impersonate another person or business;
(c) falsely represent authority or affiliation with another business;
(d) access or attempt to access another User's Account without authorization;
(e) access or attempt to access areas of the Platform for which the User has not been granted permission;
(f) copy, reproduce, download, extract, distribute, publish, sell, license, commercially exploit or otherwise misuse Platform content or another User's non-public information except where expressly authorized;
(g) scrape, crawl, harvest, mine, index or systematically extract Platform information or data using automated technologies or other methods without Gemina's prior written authorization;
(h) reverse engineer, decompile, disassemble or attempt to discover source code or underlying Platform technology except to the extent such restriction is prohibited by applicable law;
(i) bypass, interfere with, disable or circumvent Platform security features or access controls;
(j) introduce malware, viruses or other harmful technologies;
(k) interfere with the operation, integrity, security or performance of the Platform;
(l) use Gemina to infringe intellectual property, confidentiality, privacy, data protection or other rights belonging to Gemina, another User or a third party;
(m) upload unlawful, fraudulent, defamatory, malicious or infringing material;
(n) use information obtained through Gemina for unauthorized solicitation, spam or unrelated commercial exploitation;
(o) collect, retain, disclose, copy or use another User's information for purposes unrelated to legitimate Platform activity;
(p) attempt to circumvent restrictions placed on access to Brand, Buyer or Platform information; or
(q) use the Platform in a way that could reasonably cause material harm to Gemina, Concept 7 S.A.L., another User, the Platform or its reputation.

Gemina may investigate suspected violations and take measures permitted under these Terms of Use and applicable law.

8. USER CONTENT AND RESPONSIBILITY FOR INFORMATION

8.1 User Content

The nature of User Content that may be submitted depends on the User's Account type and the functionality made available to that User.

Brand User Content may include:

(a) Brand names;
(b) logos;
(c) banners;
(d) product and campaign photography;
(e) videos;
(f) lookbooks;
(g) product information;
(h) wholesale prices;
(i) recommended retail prices;
(j) Brand descriptions;
(k) short and long product descriptions; and
(l) other promotional, creative or commercial material.

Buyer User Content may include:

(a) business or store names;
(b) logos;
(c) store descriptions;
(d) locations;
(e) websites;
(f) social media accounts;
(g) information regarding Brands represented or sold by the Buyer; and
(h) other business and professional information.

Users may also provide corporate, verification, banking, licensing, regulatory or other documentation during registration, verification or continuing use of Gemina.

8.2 Ownership

Except for rights expressly granted to Gemina under these Terms of Use or another applicable agreement, Users retain ownership of User Content owned by them.

8.3 Responsibility for User Content

Each User is responsible for the User Content it provides.

By uploading or submitting User Content, the User represents that it has the rights, licences, consents and authority necessary to provide that content and permit its use in accordance with these Terms of Use.

Users must not upload content that unlawfully infringes third-party intellectual property, confidentiality, privacy or other rights.

9. GEMINA INTELLECTUAL PROPERTY

The Platform and all proprietary elements associated with Gemina, including its software, databases, structure, interfaces, functionality, design, layout, graphics, branding, original content, technology and other proprietary elements, are owned by or licensed to Concept 7 S.A.L. or its licensors.

Gemina's names, logos, marks and branding and the Platform's proprietary elements may be protected by applicable intellectual property laws.

Except for the limited Platform-access right expressly granted under these Terms of Use, no User acquires any ownership or other proprietary interest in Gemina's intellectual property.

Without prior written authorization from Gemina, Users must not reproduce, copy, modify, distribute, license, sell, commercially exploit or create derivative works from Gemina's proprietary Platform or intellectual property.

10. USER INTELLECTUAL PROPERTY AND LICENCE TO GEMINA

10.1 User Ownership

Users retain their intellectual property rights in their own Brand names, trademarks, logos, photography, videos, product information, creative materials and other proprietary content, subject to applicable third-party rights and separate agreements.

10.2 Operational Licence

By submitting User Content that is intended to be displayed, hosted or processed through the Platform, the User grants Gemina a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, technically format, resize, adapt for technical purposes, display and otherwise process that content to the extent reasonably necessary to operate, administer, maintain and provide the Platform.

10.3 Promotional Licence

Where a Brand or other User provides promotional content, including Brand names, logos, product photography, videos, descriptions, lookbook materials and other assets intended to represent or promote its business, that User grants Gemina a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, format, communicate and publish those promotional materials for purposes connected with:

(a) operating Gemina;
(b) presenting the relevant User on Gemina;
(c) marketing and promoting Gemina;
(d) promoting the relevant User's presence on Gemina; and
(e) communicating the activities and offerings of the Gemina marketplace.

Such use may include:

(a) Gemina's public website;
(b) landing pages;
(c) marketing spaces within the Platform;
(d) newsletters;
(e) Gemina social media channels;
(f) presentations;
(g) promotional campaigns;
(h) marketing materials; and
(i) other communication channels operated or authorized by Gemina.

10.4 Confidential and Verification Documentation

The promotional licence in Section 10.3 does not apply to confidential verification, corporate, identity, banking, licensing, regulatory, customs, import/export or similar documents provided for verification, compliance, administrative or due diligence purposes.

Gemina may access, retain, use and process such information only to the extent reasonably necessary for legitimate operational, verification, compliance, security, legal or regulatory purposes and in accordance with applicable law and Gemina's applicable privacy documentation.

11. CONFIDENTIAL AND BUSINESS INFORMATION

11.1 Protection of Non-Public Information

Gemina may contain commercially valuable and non-public information belonging to Gemina, Brands, Buyers or other Users.

Such information may include pricing, product information, collections, business information, documents, contacts, commercial materials and other information that is not publicly available.

Access to information through Gemina does not transfer ownership of that information to the person accessing it.

11.2 User Confidentiality Obligations

A User receiving or accessing non-public information through Gemina must not, except where authorized or reasonably necessary for legitimate Platform use:

(a) disclose the information to unrelated third parties;
(b) reproduce or distribute the information;
(c) copy or download the information for unrelated purposes;
(d) exploit the information for a purpose other than the legitimate business activity for which access was provided;
(e) use the information to infringe or misappropriate another party's intellectual property or commercial interests;
(f) create or maintain unauthorized databases derived from Platform information;
(g) attempt to obtain information belonging to Users the receiving User is not authorized to access; or
(h) otherwise misuse confidential or commercially sensitive information obtained through the Platform.

11.3 Access Controls

Gemina may determine which Users and categories of Users may access particular information, profiles, functionality or areas of the Platform.

The availability of content to one category of User does not create any entitlement for another category of User to access that content.

11.4 Gemina's Obligations

Gemina will implement reasonable administrative, organizational and technical measures appropriate to the nature of the information being processed.

Gemina will process personal data in accordance with applicable law and its applicable Privacy Policy.

No digital or internet-based system can be guaranteed to be completely secure. Gemina therefore does not guarantee that unauthorized access, cybersecurity incidents or data loss can never occur.

12. PRIVACY AND DATA PROTECTION

Gemina may collect, receive, store and process personal data and other information in connection with:

(a) applications;
(b) due diligence;
(c) verification;
(d) Account administration;
(e) security;
(f) communications; and
(g) access to and use of the Platform.

Such processing shall be subject to applicable data protection laws and Gemina's Privacy Policy.

Gemina may use cookies, local storage and similar technologies that are required or reasonably used for Platform functionality, authentication, security, preferences and other legitimate purposes.

Gemina may also use analytics, functionality, marketing or similar technologies subject to applicable legal requirements and any notices or consent mechanisms required by law.

Users should review Gemina's then-current Privacy Policy and any applicable cookie or technology notice made available by Gemina.

13. ELECTRONIC COMMUNICATIONS AND NOTICES

Gemina operates primarily through digital channels.

Users agree that Gemina may provide operational, administrative, security, account-related and legal communications electronically.

Gemina may communicate with Users through:

(a) notifications displayed on the Platform;
(b) emails sent to the email address registered with an Account; or
(c) other electronic contact information provided by the User and accepted by Gemina.

Communications may concern, among other things:

(a) application status;
(b) approvals or rejections;
(c) verification requests;
(d) Account activity;
(e) required actions;
(f) security matters;
(g) Platform changes;
(h) suspension or restriction;
(i) legal notices; and
(j) other administrative or operational matters.

Users are responsible for maintaining accurate contact information and for regularly reviewing messages sent to their registered email address and Account.

Operational and legally necessary communications are distinct from optional marketing and promotional communications.

Marketing communications shall be managed in accordance with applicable law and the preferences or mechanisms made available by Gemina.

14. THIRD-PARTY SERVICES AND TECHNOLOGY

Gemina may use, integrate with, connect to or otherwise rely upon third-party technology and service providers to operate, maintain and develop the Platform.

These may include software, infrastructure, hosting services, APIs, analytics technologies, authentication technologies, e-commerce integrations and other technical or professional services.

Such third-party services may be governed by their own terms, policies and technical conditions.

Gemina may add, remove, replace, modify or discontinue third-party integrations or technologies from time to time.

Gemina is not required to maintain any particular third-party integration indefinitely.

Unless expressly stated otherwise, use of or connection with a third-party service does not constitute a representation, warranty or endorsement by Gemina regarding that third party.

To the extent permitted by law, Gemina shall not be liable for acts, omissions, interruptions or failures attributable to independent third-party services outside Gemina's reasonable control.

15. PLATFORM FEATURES, CHANGES AND PAID SERVICES

15.1 Development of the Platform

Gemina is an evolving digital platform.

Gemina may introduce, develop, expand, modify, replace, restrict or discontinue features, tools and functionality from time to time.

15.2 Paid Features

Certain features, functionality, Account options, memberships, services or access levels may be made available subject to payment.

Paid functionality may include existing or future features and may be offered through:

(a) one-time charges;
(b) recurring subscriptions;
(c) membership levels;
(d) additional service charges;
(e) separate commercial arrangements; or
(f) another pricing structure established by Gemina.

Gemina may determine the pricing and conditions applicable to such features from time to time.

15.3 Disclosure Before Purchase

Where a User elects to purchase a paid Platform feature, Gemina will communicate the applicable charges and material commercial conditions before the User becomes contractually obligated to purchase that feature.

15.4 No Entitlement to Future Features

Registration with Gemina does not create an entitlement to receive future features, functionality or services without charge.

Gemina may determine that new or enhanced functionality is available only under a paid arrangement.

16. PLATFORM AVAILABILITY, MAINTENANCE AND SECURITY

Gemina aims to maintain a reliable and secure Platform but does not guarantee continuous, uninterrupted or error-free availability.

Access may be interrupted, suspended or restricted due to:

(a) maintenance;
(b) software or security updates;
(c) technical problems;
(d) cybersecurity considerations;
(e) third-party failures;
(f) internet or telecommunications failures;
(g) force majeure; or
(h) circumstances outside Gemina's reasonable control.

Gemina may perform maintenance, updates, modifications and security measures where reasonably necessary to operate, improve or protect the Platform.

Users are responsible for maintaining suitable devices, software, internet access and security measures necessary to access Gemina.

17. SUSPENSION, RESTRICTION AND TERMINATION

Gemina may restrict, suspend or terminate an Applicant's or User's access to all or part of the Platform where Gemina reasonably determines that such action is necessary or appropriate.

This may include situations where:

(a) information submitted by the Applicant or User is false, misleading, fraudulent, materially incomplete or cannot reasonably be verified;
(b) eligibility or verification requirements are no longer satisfied;
(c) the User breaches these Terms of Use;
(d) the User breaches applicable law;
(e) unauthorized, fraudulent, abusive or suspicious Account activity is identified;
(f) the User creates a cybersecurity, regulatory, legal, operational or reputational risk;
(g) the User infringes or is reasonably suspected of infringing intellectual property, confidentiality, privacy or other rights;
(h) suspension or termination is required by law or a competent authority;
(i) continued Platform access could materially harm Gemina, Concept 7 S.A.L., another User or the Platform; or
(j) another serious circumstance reasonably justifies restriction or termination.

Where Gemina considers it appropriate and legally permissible, it may request additional information or give a User an opportunity to remedy a breach before permanent termination.

Termination of access to the Platform does not automatically cancel, extinguish or determine obligations arising under separate marketplace agreements, Brand Policies, purchases or other commercial arrangements.

Those matters remain governed by the documentation applicable to them.

18. PLATFORM DISCLAIMERS

To the maximum extent permitted by applicable law, the Platform is provided on an “as available” basis.

Gemina does not guarantee that the Platform will at all times:

(a) operate without interruption;
(b) be free of errors;
(c) be free of vulnerabilities;
(d) be compatible with every device, browser, system or third-party service; or
(e) contain every feature previously or subsequently made available.

The information and functionality provided through Gemina may change as the Platform develops.

Except where Gemina expressly agrees otherwise or applicable law requires otherwise, Gemina does not guarantee any particular:

(a) commercial result;
(b) business opportunity;
(c) Brand or Buyer connection;
(d) level of exposure;
(e) engagement;
(f) order volume;
(g) sales result; or
(h) other commercial outcome

as a result of registration with or use of Gemina.

This Section concerns the Platform itself.

Liability relating specifically to wholesale transactions, product performance, order fulfilment, payment, shipping or other commercial matters is governed by the applicable Marketplace Terms & Conditions, Brand Policies and transaction documentation.

19. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Gemina and Concept 7 S.A.L. shall not be liable for indirect, incidental, consequential, special or punitive losses arising solely from access to, inability to access or misuse of the Platform, including loss of business opportunity, profits or data, except where such liability cannot legally be excluded or limited.

Gemina shall not be responsible for losses arising solely from:

(a) a User's failure to protect Account credentials;
(b) unauthorized access resulting from the User's own acts or omissions;
(c) third-party systems outside Gemina's reasonable control;
(d) internet or telecommunications failures;
(e) malicious third-party acts that could not reasonably have been prevented by Gemina;
(f) force majeure; or
(g) other circumstances outside Gemina's reasonable control.

Nothing in these Terms of Use excludes or restricts liability to the extent such exclusion or restriction is prohibited by applicable law.

Transaction-specific liability between Gemina, Brands and Buyers falls outside the principal scope of these Terms of Use and shall be governed by the marketplace, transaction and commercial documentation applicable to the relevant matter.

20. INDEMNIFICATION

To the extent permitted by applicable law, a User shall indemnify and hold harmless Concept 7 S.A.L., acting as operator of Gemina, from third-party claims, liabilities, losses and reasonable costs arising directly from:

(a) the User's unlawful use or misuse of the Platform;
(b) the User's material breach of these Terms of Use;
(c) User Content that unlawfully infringes third-party intellectual property, privacy, confidentiality or other rights;
(d) fraudulent or intentionally misleading information supplied by the User; or
(e) unauthorized activity through the User's Account resulting from the User's breach of its Account-security obligations.

This Section concerns use of the Platform and does not replace indemnification or liability provisions applicable to wholesale transactions or other commercial arrangements.

21. ELECTRONIC ACCEPTANCE AND RECORDS

21.1 Electronic Acceptance

These Terms of Use are accepted electronically.

During the applicable registration process, the Applicant or User will be provided with electronic access to these Terms of Use and will be required to actively select an unchecked acceptance box or use another affirmative electronic acceptance mechanism provided by Gemina.

The acceptance checkbox shall not be pre-selected.

An Account may not be activated through the applicable registration process unless the required acceptance has been provided.

By affirmatively accepting these Terms of Use, the User confirms that:

(a) these Terms of Use were made available to the User through the Platform or registration process;
(b) the User had an opportunity to access, read and review them;
(c) the User agrees to be legally bound by the Terms of Use presented for acceptance;
(d) the acceptance constitutes the User's electronic agreement to these Terms of Use; and
(e) the person providing the acceptance possesses the legal capacity and, where applicable, authority required to act on behalf of the relevant business.

21.2 Electronic and Administrative Records

Gemina may create, maintain and rely upon electronic, technical and administrative records generated or retained in connection with registration, Account creation, presentation of legal documents and acceptance processes.

Such records may include information generated or maintained through the Platform, Gemina's administrative systems and other records maintained by Concept 7 S.A.L. in the ordinary course of operating Gemina.

The nature and extent of available records may vary according to the Platform functionality and systems in use at the relevant time.

To the extent permitted by applicable law, such records may be relied upon together with other available evidence in establishing registration, Account activity, presentation or acceptance of applicable legal documentation.

Nothing in these Terms of Use shall be interpreted as a representation that Gemina records or retains any particular category of technical information unless such information is in fact recorded or retained by Gemina.

21.3 Copies of Applicable Terms

Gemina may maintain internal or administrative copies of versions of its legal documentation for legal, compliance, operational and record-keeping purposes.

Users are encouraged to retain or download a copy of the Terms of Use applicable to them for their own records where that functionality is available.

22. CHANGES TO THESE TERMS OF USE

22.1 Right to Update

Gemina may amend these Terms of Use where reasonably necessary to reflect changes in:

(a) law or regulation;
(b) Platform functionality;
(c) technology;
(d) security requirements;
(e) Gemina's operational structure;
(f) Gemina's services or business model; or
(g) other circumstances reasonably requiring an update.

Each updated version may be identified by a new version number, effective date, Last Updated date or other identifying information determined by Gemina.

22.2 Presentation of Updated Terms

When Gemina issues an updated version of these Terms of Use requiring renewed acceptance, the updated Terms will be made available electronically through the Platform.

Gemina may present the updated Terms to existing Users through a pop-up, notice, screen, acceptance page or other electronic mechanism before permitting continued use of some or all of the Platform.

Users will be given an opportunity to access and review the updated Terms before being asked to accept them.

22.3 Affirmative Acceptance of Updated Terms

Where renewed acceptance is required by Gemina, the User must affirmatively accept the updated Terms through the acceptance mechanism provided by Gemina.

Continued access to some or all of the Platform may be suspended or prevented until the User completes the required acceptance.

By affirmatively accepting an updated version, the User agrees to be legally bound by that updated version from its applicable effective date.

A User who does not agree to the updated Terms must not affirmatively accept them and may be unable to continue accessing or using the Platform.

22.4 Notice of Updates

Gemina may additionally notify Users of changes through:

(a) Platform notifications;
(b) the User's registered email address;
(c) Account notices; or
(d) another reasonable electronic method.

The availability of an updated version through the Platform and the User's affirmative acceptance of that version shall constitute electronic acceptance of the updated Terms, subject to applicable law.

22.5 Historical Documentation

Concept 7 S.A.L. may retain historical or archived copies of previous versions of these Terms of Use for legal, compliance, administrative and evidentiary purposes.

The issuance of a new version shall not require Gemina to delete or destroy copies of earlier versions maintained for legitimate record-keeping purposes.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 Governing Law

These Terms of Use shall be governed by and interpreted in accordance with the laws of the Republic of Lebanon, without prejudice to mandatory rules of law that may apply.

23.2 Good-Faith Negotiation

Where a dispute arises directly from or in connection with these Terms of Use, the parties shall first use reasonable good-faith efforts to resolve the matter amicably through written communication and negotiation for a period of thirty (30) calendar days from the date on which written notice of the dispute is given before commencing court proceedings, unless urgent relief is required.

23.3 Jurisdiction

If a dispute cannot be resolved through good-faith negotiation within the period specified above, the courts of Beirut, Lebanon shall have exclusive jurisdiction, subject to any mandatory jurisdictional rules that cannot lawfully be excluded.

23.4 Interim and Protective Measures

Nothing in this Section prevents Gemina or a User from seeking urgent interim, conservatory, protective or injunctive relief from a competent court where such relief is legally available or reasonably necessary to preserve rights pending resolution of a dispute.

24. GENERAL PROVISIONS

24.1 No Partnership, Employment or Agency

Access to or use of Gemina does not, by itself, create a partnership, joint venture, employment, fiduciary or agency relationship between Concept 7 S.A.L. and a User.

Any separate commercial relationship between Gemina and a User shall be determined by the agreement specifically governing that relationship.

24.2 Assignment

A User may not assign or transfer its Account or its rights under these Terms of Use without Gemina's prior written consent.

Concept 7 S.A.L. may assign or transfer its rights or obligations relating to Gemina in connection with a corporate restructuring, merger, acquisition, transfer of the Gemina business or Platform, or transfer to a permitted successor or affiliate, subject to applicable law.

24.3 No Waiver

Failure or delay by Gemina or Concept 7 S.A.L. in exercising a right under these Terms of Use does not constitute a waiver of that right.

24.4 Severability

If any provision of these Terms of Use is determined to be invalid, unlawful or unenforceable, the provision shall, to the extent legally permissible, be interpreted or modified to the minimum extent necessary to make it valid and enforceable.

The remaining provisions shall continue in full force and effect.

24.5 Entire Agreement as to Platform Use

These Terms of Use constitute the agreement between Gemina and the User concerning access to and use of the Platform itself, together with any documents expressly incorporated into these Terms of Use for that purpose.

For clarity, these Terms of Use do not replace or supersede:

(a) the Gemina Marketplace Terms & Conditions;
(b) applicable Brand Policies;
(c) separate wholesale transaction documentation;
(d) commercial proposals; or
(e) other separate agreements governing matters outside the scope of these Terms of Use.

24.6 Survival

Provisions that by their nature are intended to remain effective after suspension or termination of Platform access shall survive to the extent applicable.

This includes provisions concerning:

(a) intellectual property;
(b) confidentiality;
(c) limitation of liability;
(d) indemnification;
(e) electronic records; and
(f) dispute resolution.

25. LEGAL OPERATOR AND CONTACT INFORMATION

Gemina is operated by:

Concept 7 S.A.L.

Lebanese Joint-Stock Company

Operating the Gemina B2B Wholesale Platform

Head Office: Lot No. 7 of Real Estate No. 906, Achrafieh, Beirut, Lebanon

Commercial Registration Number: 1024491

References to Gemina in these Terms of Use refer, where appropriate, to Concept 7 S.A.L. acting in its capacity as operator of the Gemina Platform.

ELECTRONIC ACKNOWLEDGEMENT

By actively selecting the acceptance checkbox during registration or, where applicable, when an updated version of these Terms of Use is presented for renewed acceptance, the User confirms that:

1. the User has been provided with electronic access to these Platform Terms of Use;
2. the User has had an opportunity to access, read and review them;
3. the User understands that Gemina is exclusively a business-to-business professional Platform;
4. the User understands that access to Gemina is subject to Gemina's application, due diligence and approval process;
5. the person accepting these Terms possesses the necessary legal capacity and, where applicable, authority to act on behalf of the relevant business;
6. the User understands that continued access to the Platform may be conditional upon acceptance of an updated version of these Terms of Use when presented by Gemina; and
7. the User agrees to be legally bound by the Platform Terms of Use presented to the User for acceptance.