THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS-ACTION LAWSUITS.
Genwise Website and Mobile App
At Genwise we make business easy. We work with founders and operators to provide a platform for business at your fingertips on any mobile device. Our site is owned and operated by Genwise Inc. (along with its affiliates, agents, employees and officers, “Genwise”). These website terms and conditions of use (“General Terms of Use”) apply to your access and use of www.genwise.com (the “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, the “Application”). The Site, the Application and the Content, collectively, the “System”) including all software, data, reports, text, images, sounds, video, and content made available through any portion of the Site or the Application is collectively referred to herein as the “Content”. Content includes all such elements as a whole, as well as individual elements and portions thereof. Genwise provides a platform-agnostic service offering a selection of virtual tools and other content to fully experience our System. We currently recommend using Notion, Slack, Google. Certain portions of the System and related services are provided to you free of charge such as platform and chat support. Other portions of the System and Genwise services require payment before you can access them such as premium services or paid subscriptions. Genwise reserves the right to make certain currently free Content accessible only for a fee upon written notice to you at any time.
Acceptance of Terms
Genwise permits you (“User” or “you” or “your”) to access and use the System, subject to these General Terms of Use. By accessing or using any portion of the System, you acknowledge that you have read, understood, and agree to be bound by these General Terms of Use. If you are entering into these General Terms of Use on behalf of a company or other legal entity (“User Entity”), you must have, and your hereby acknowledge and affirm that you do have, the legal authority to contractually bind such User Entity to these General Terms of Use, in which case the terms “you” or “your” or “User” will refer to such User Entity. If you lack such legal authority to contractually bind or you do not agree with these General Terms of Use, you must not accept these General Terms of Use or access or use the System.
General Terms of Use Updates
Genwise reserves the right, at its sole discretion, to change or modify portions of these General Terms of Use at any time. Genwise will post the changes to these General Terms of Use on the Site and Application and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the General Terms of Use periodically for changes. Your continued use of the Site, Application and/or Content after the date any such changes become effective constitutes your acceptance of the new or revised General Terms of Use.
General Conditions/Access and Use
Authorization to Access and Use System. Subject to your compliance with these General Terms of Use and the provisions hereof, you may access or use the System solely for the purpose of your use and evaluation of Genwise and Genwise’s products and services and reviewing and obtaining the products and services of our third-party partners who are also using the System. You may only link to the System, or any portion thereof, as expressly permitted by Genwise.
Ownership and Restrictions. All rights, title and interest in and to the System will remain with and belong exclusively to Genwise. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the System or any portion thereof available to any third party, (b) use the System in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the System or their related components, or (c) modify, adapt, introduce a virus or malware into or otherwise hack the System to, or try to, gain unauthorized access to the restricted portions of the System or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the System, or any other products or services of Genwise that are not readily made available to the general public) or in order to cause damage or changes in the Site or Content.
You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the System, except that you may download, display, and print one copy of the publicly available materials (i.e., the Content that does not require an account name or password to access) on any single computer solely for your personal, non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary rights and notices, and further provided that you may retain original work and content provided to you at your request by third parties-providers on the Site and the Application to the extent the terms and conditions entered into with such third party providers allow. You agree not to access the System by any means other than through the interface that is provided by Genwise to access the same.
You may not use any “page-scrape,” “deep-link,” “spider,” or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the System, or in any way reproduce or circumvent the presentation or navigational structure of the System, to obtain or attempt to obtain any Content or other information through any means not made generally available through the System by Genwise. Genwise reserves the right to take any lawful measures to prevent any such activity. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Genwise on or through the Site or the Application or any service offered on or through the Site or Application. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Responsibility for Your Data, Your Genwise Account. You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site and the Application.
To access and use the System, you will need to create an account through our form and then sign up via Notion or through a third-party service such as Google. In the latter case, personal information you provided to that third party, such as your name, email address, and other information your privacy settings on that service allow us to access, will be used to create your Genwise account.
You are responsible for safeguarding your Genwise login and other login credentials. You are responsible for activity on your account and other recommended accounts by Genwise, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. We recommend using two-step verification on applications that you can enable the option.
Reservation of Rights. Genwise and its licensors and the third-party providers utilizing the System each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the System. Genwise grants no rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under these General Terms of Use.
Use of Intellectual Property. Rights in User Content. Except as provided in the Business Terms of Use for our Partners, the Client Terms of Use for our Clients and these general Terms of Use, by posting your information and other content (“User Content”) on or through the System, you grant Genwise a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with operating the System and providing the Services. Genwise has the right, but not the obligation, to monitor the System and User Content. Genwise may remove or disable any User Content at any time for any reason, or for no reason at all. Genwise may update, change and/or discontinue any or all of its functionality or services on its System at any time. Should Genwise make changes that could affect your User Content, where commercially reasonably possible, we will notify you in advance and allow you to make a copy of your affected User Content prior to such change in the System, but we are under no obligation to do so. Therefore, you should back up your User Content and data regularly.
Unsecured Transmission of User Content. You understand that the operation of the System, including User Content (as defined in the Genwise Privacy Policy), may be unencrypted and involve transmission to Genwise’s third party vendors and hosting partners to operate and maintain the System. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Genwise will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
Feedback. You may submit ideas, suggestions, or comments (“Feedback”) regarding the System or Genwise’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and Genwise may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether Genwise considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
Confidentiality. From time to time, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") non-public, proprietary, and confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information ("Confidential Information"). Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this confidentiality section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party's possession prior to the Disclosing Party's disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party Confidential Information.
Protection and Use of Confidential Information. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.
Compelled Access or Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.
Your Representations and Warranties. You represent and warrant to Genwise that your activity on the Site and the Application and Genwise’s possession and use of User Content as contemplated in these General Terms of Use do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is illegal, defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
Termination of Access Due to Violations. Genwise may, in its sole discretion and without prior notice, terminate your access to the Site and Application and/or block your future access to the System if we determine that you have violated these General Terms of Use or other agreements or guidelines which may be associated with your use of the Site and Application. You also agree that any violation by you of these General Terms of Use will cause irreparable harm to Genwise, for which monetary damages would be inadequate, and you consent to Genwise obtaining any injunctive or equitable relief that Genwise deems necessary or appropriate in such circumstances, without limiting Genwise’s other available remedies. Further, Genwise may, in its sole discretion and without prior notice, terminate your access to the Site and the Application, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Site or the Application or any service offered on or through the Site or the Application, or (3) unexpected technical issues or problems.
NO WARRANTIES AND DISCLAIMER BY GENWISE
THE SYSTEM, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL ERRORS AND DEFECTS AND WITHOUT ANY WARRANTIES OF ANY KIND, AND GENWISE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT GENWISE DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE SITE, THE APPLICATION AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND GENWISE DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, THE APPLICATION AND CONTENT. NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM GENWISE OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE GENERAL TERMS OF USE AND YOU SHOULD NOT RELY ON THE SITE, THE APPLICATION AND THE GENERAL CONTENT ALONE AS THE BASIS FOR YOUR BUSINESS DECISIONS.
Genwise reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the System, or any portion of the System, for any reason; (2) to modify or change the or any portion of the System, for any reason; and (3) to interrupt the operation of the System, or any portion of the System, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
LIMITED LIABILITY
Exclusion of Damages and Limitation of Liability. Genwise does not charge fees for you to access and use the Site, the Application and Content pursuant to these General Terms of Use. The Content is comprised of general information and describes some of the basic elements of the Genwise service and provides a platform for access to commercial transactions with Genwise and third-party partners, which shall subject to additional terms and conditions not referenced in these General Terms of Use. As consideration for your free access and use of the System pursuant to these General Terms of Use, you further agree that GENWISE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THESE GENERAL TERMS OF USE, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SYSTEM, SERVICES PROVIDED BY THIRD PARTIES OR GENWISE, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF GENWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF GENWISE WITH REGARD TO THESE GENERAL TERMS OF USE WILL IN NO EVENT EXCEED USD$1.00.
Jurisdictional Limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, GENWISE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Dispute Resolution; Jury Waiver. THESE GENERAL TERMS OF USE ARE MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OF TEXAS. In any action between or among any of the parties, whether arising out of these General Terms of Use or otherwise, THE PARTIES HEREBY WAIVE FOREVER ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND AGREE TO RESOLVE ALL DISPUTES BY ARBITRATION UNDER THE PROCEDURES CONTAINED BELOW, PROVIDED HOWEVER, THAT GENWISE MAY SEEK EQUITABLE OR INJUNCTIVE RELIEF IN THE COURTS FOR YOUR BREACH OF THESE GENERAL TERMS OF USE, IN WHICH INSTANCE YOU HEREBY SUBMIT TO THE JURISDICTION OF THE STATE COURTS LOCATED IN AUSTIN, TRAVIS COUNTY, TEXAS.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GENWISE. In the event that Genwise has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any Genwise claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Service, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Austin, Texas unless you and Genwise agree otherwise. Each party will be responsible for paying its own JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Genwise from seeking injunctive or other equitable relief from the courts as necessary to protect any of Genwise’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF SERVICE, YOU AND GENWISE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
No Reliance; Due Inquiry. You affirm and agree that, given the general and “as-is” nature of the System, you are not specifically relying on any statements, or materials contained on any portion of the System to make any business decisions. The third-party business products and services provided to you through the System or offline but introduced to you through Genwise are inherently complex and unique. Should you choose to continue your inquiry into whether Genwise’s or and of its third-party provider’s service is right for you, you will have an opportunity to make additional inquiry of Genwise and such third-party provider and you should make an independent investigation of the suitability of using Genwise or such third party provider for your particular business needs. Only after such appropriate due diligence, a thorough review of Genwise’s or such third party provider’s service offering including the terms and conditions of Genwise’s service agreements, and thorough screening of any third party provider Genwise proposes to you should you come to any conclusions or make any decisions about whether Genwise or any third party provider proposed by Genwise is right for you and your specific project needs or requirements.
Partners. If you sign up as a business partner to provide products and services to our users on the System and we accept after a vetting process, then there is a mutual agreement. Once you have an agreement with Genwise accepting you as a business partner on the System, you are a “Business Partner.” Terms of arrangements between our business partners and us are additionally subject to our Genwise Service Partner Terms of Use.
Studio Clients. If you sign up as a paid customer of our Genwise Studio or otherwise are a paying customer of Genwise and use Genwise’s services and we accept there is a mutual agreement. Terms of arrangements between our customers and us are additionally subject to our Genwise Client Terms of Use.
Miscellaneous. These General Terms of Use, and any additions, changes, edits, and/or modifications made thereto by Genwise, together with Genwise’s Privacy Policy, constitute the entire agreement between the parties with respect to the portions of the Site or Application available without an account ID or password. Access to certain password-restricted portions of the Site or the Application, and any subsequent procurement and use of Genwise ‘s services is subject to different, additional agreement(s).
Genwise does not conduct business with or seek any commercial transactions with: (x) any entity, citizen or resident of a geographic area in which access to or use of the Genwise services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) an entity, citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation (collectively, a “Prohibited Counterparty”). By accessing the Site or the Application and the Content you represent and warrant that you are not a Prohibited Counterparty and you will not seek or (attempt to) obtain services from or a commercial relationship with Genwise.
These General Terms of Use and any additions, changes, edits and/or modifications made thereto by Genwise cannot be amended except by Genwise as set forth above. The failure of Genwise to exercise or enforce any right or provision of these General Terms of Use will not be a waiver of that right. Any notices to Genwise in connection with this agreement will be made by email transmitted to legal@genwise.com provided that you also send a copy of such notice via nationally recognized carrier to Genwise Inc.,3201 Bee Caves Rd Ste 120 PO BOX 162232 Austin, TX 78746, Attn: Legal Department. In the event that any provision of these General Terms of Use will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that these General Terms of Use will otherwise remain in full force and effect and enforceable.