1. Genwise Services: Description of Studio, Platform, and Matching Services. Genwise Inc. (“Genwise” or “we”) provides (a) a studio for founders and businesses to support operations and facilitate company growth and the execution of company objectives, (b) a business software and services integration platform environment and (c) a network (“Network”) of vetted business partners who offer business and technological services, products, and support (each a “Business Partner” and the services they provide, the “Business Partner Services”). The “Matching Services'' involve using any and all features, functions, and Content of the Platform that enable Clients to identify, review, contact, and otherwise take steps to engage a Business Partner, as well as Genwise’s work in assisting you (“you” or “Client”) in identifying, reviewing, contacting, and taking steps to engage a Business Partner. Nothing in this GCA obligates: (1) you to engage any particular Business Partner for any work, (2) Genwise to provide you or any Client with Matching Services, or (3) Genwise to identify a Business Partner for your particular needs.
1.2 Description of Integration Services. Additionally, as a Genwise Studio Client, Genwise provides you integrated, unitary billing such that you receive one invoice for all Business Partner Services. Upon receipt of your monthly Business Partner Services invoice, you will have 7 calendar days to pay such invoice in full to Genwise for further payment to our Business Partners. Should you fail to pay such bills when due, your services may be suspended until paid. If you dispute all or any portion of such invoice, you must notify Genwise in writing of such dispute in detail, including a detailed reason for such dispute, and pay any undisputed portion of the invoice. As part of the Genwise Resources, while you are a Genwise Studio Client, Genwise will work with you to create a proposed budget for Business Partner Services on a monthly basis for the succeeding month at least 14 days prior to incurring new Business Partner Services fees such as succeeding month.
1.3 Genwise Studio Fees. As a Genwise Studio Client, in exchange for receiving the Genwise Resources, you shall be billed monthly on a recurring basis, payable in advance for the succeeding month until terminated or suspended at the rate provided in your Genwise Proposal (the “Genwise Studio Fees”). In order to terminate your relationship as a Genwise Studio Client, you must provide Genwise written notice of such termination in writing prior to the billing date in the next billing cycle. There are no refunds for Genwise Studio Fees.
1.4 Genwise Third-Party Fees. You acknowledge and agree that Genwise may pay referral fees to third-party referrers upon your execution of this Agreement if you were referred to us from such referral partners. You are not responsible for these fees and your costs, including Genwise Studio Fees, are not increased by these fees (i.e., there is no stacking of fees). Genwise carefully vets third-party service providers and Business Partners that it may refer to you from time to time to provide business services to you. You also acknowledge that Genwise may earn commissions or other fees of up to 20% paid to Genwise from such third party partners or Business Partners on fees paid by you to third-party service providers that you engage through the Genwise Studio (which are not stacked on top of your fees and are not additional costs to you, as our Business Partners and other services providers are already giving you discounted fees due to your participation in the Genwise Studio). Under our Business Partner agreement, our partners remit bills of service to Genwise for your services at or below market rate. Genwise does not increase rates on fees paid by you for Business Partner services. There are no additional costs to you. You are under no obligation to use any third-party service providers that Genwise may refer to you.
2. Acceptance of Terms.
2.3. Registering Your Account. As part of the registration process, you will identify a user name and password for your Account (“Account”). You are solely responsible for maintaining the confidentiality of your user name and password and for any authorized or unauthorized use of the same. You also agree to provide Genwise truthful, accurate, and complete information in all interactions with Genwise via any of the Genwise Resources.
3. Restrictions on Parties’ Use of Other Party’s Proprietary Information; Non-Solicitation.
3.1. Confidentiality. All business, technical, or financial information (“Proprietary Information”) disclosed by a party via the Genwise Resources or otherwise during the term of this Agreement, including without limitation, through the Site, the Notion HQ, or Matching Services shall be kept confidential by the receiving party for a period of one (1) year after the termination of this Agreement and shall not be disclosed to third parties by the receiving party, except as provided herein. Proprietary Information of Genwise also includes, but is not limited to, the rates of each Business Partner in the Network. Genwise also will not disclose your proprietary information to third parties except for Business Partners who need to know such information in order to perform services that you request from such Business Partners. However, neither party will be obligated under this Section 3.1 with respect to information that is or becomes readily publicly available without restriction and through no fault of the disclosing party. Each party may make disclosures of the other party’s Proprietary Information required by law or court order, provided that such disclosing party gives the other party 5 days written notice of such required disclosure. Upon termination of this Agreement, each party will destroy or return, at the other party’s request, all items and copies containing or embodying Proprietary Information of the other party.
3.2. Non-Solicit. During the term of this Agreement and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding services performed pursuant to a Business Partner Agreement signed by both you and Genwise) any Business Partner or Genwise employee or operator whom you become aware of in connection with your interaction with Genwise, provided that, you shall have 30 days after the termination of this Agreement to transitioning out of any tasks with Business Partners that were ongoing at the time of such termination. In the event that you elect to continue with a Business Partner after 30 days past termination of this Agreement, you acknowledge that such Business Partner may be required to pay a one-time commission release fee to Genwise pursuant to its Business Partner Agreement. During the Non-Solicit Period, you also agree that you will not refer to such a Genwise employee or operator directly to your other affiliated companies except through the Genwise Services. In the event that you choose to continue to engage a Genwise employee or a Genwise operator after the termination of this Agreement, but during the Non-Solicit Period, you may circumvent this provision by paying a one-time fee of 50% of billables that would have been earned by Genwise under that relationship looking back 12 months. During the Non-Solicit Period, Genwise agrees not to solicit or hire your employees or contractors during the term of this Agreement, except where a contractor offers their services in the market generally and such engagement by Genwise would not be a conflict of interest with your business interests.
4. Your Representations and Warranties. You represent and warrant to Genwise that (a) you own all of the content that you upload or store to the Genwise Service or have obtained all permissions, releases, rights, or licenses required to engage in your posting and other activities (and allow Genwise to use the same as permitted in this Agreement) in connection with the Genwise Services and Genwise Resources; (b) content you upload and your other activities in connection with the Genwise Services and Genwise Resources, and Genwise’s exercise of all rights and licenses granted by you herein, 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 rights, nor does User Content contain any matter that is discriminatory, defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (c) you are eighteen (18) years of age or older.
5. Termination. This GCA applies and remains in effect until you have notified us in writing that you wish to terminate this agreement or you are no longer using or accessing the Genwise Services and Genwise Resources; provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this GCA Sections 3-9. This GCA may also be terminated by Genwise by your failure to pay any fees incurred under this Agreement or owed to third parties as part of the Genwise Resources when due as provided in Section 1.2.
6. NO WARRANTIES AND DISCLAIMER BY GENWISE. THE GENWISE SERVICES AND GENWISE RESOURCES, AND PARTICULARLY THE SITE, NETWORK, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND GENWISE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF 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 GENWISE SERVICES OR GENWISE RESOURCES 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 GENWISE SERVICES OR GENWISE RESOURCES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM GENWISE OR THROUGH THE GENWISE SERVICES OR GENWISE RESOURCES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS GCA.
7. LIMITED LIABILITY.
7.1 Exclusion of Damages and Limitation of Liability. Genwise may charge fees for you to access and use the Genwise Resources and/or receive Genwise Services pursuant to this GCA. As consideration for your access and use of the Genwise Resources and/or Genwise Services pursuant to this GCA in exchange for the Genwise Studio Fees, each party further agrees that NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY 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 THIS GCA, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, GENWISE RESOURCES, 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). EXCEPT IN THE CASE OF THE WILLFUL MISCONDUCT OF GENWISE OR ITS EMPLOYEES OR OPERATORS, THE AGGREGATE LIABILITY OF GENWISE WITH REGARD TO THIS GCA WILL IN NO EVENT EXCEED $10,000.
7.2 No Reliance; Due Inquiry. You affirm and agree that, given the general and “as-is” nature of the Site and the Genwise Resources, 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 Genwise Resources 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 or such third party provider’s service offering including the terms and conditions of Genwise’s service agreements, and a 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.
9. Paid Services
9.1 Billing Policies. Certain aspects of the Genwise Services may be provided for a fee or other charge. Genwise will charge you a monthly fixed fee based on the build plan and scope of services that Genwise and you agree to during the first month of this Agreement (the “Original Genwise Build Plan”). Genwise’s monthly fixed fee for the execution of the Original Genwise Build Plan shall not change for the first twelve months of this Agreement, provided that, based on changes directed or approved by the Client, Genwise may add new services for additional fees and charges or add or amend fees based on changes from the Original Genwise Build Plan; provided that, you will have 30 days’ prior written notice before the implementation of any new fees or any change in existing fees. Except as provided in the foregoing sentence, any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
9.2 No Refunds. You may cancel your Genwise account or any requests at any time; however, you are not entitled to any refund for cancellation. Genwise provides refunds for purchases only at Genwise's sole discretion. In the event that Genwise suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Genwise Services and/or access to any Genwise Resources, any content or data associated with your account (provided that you shall have the opportunity to export a copy of your data as provided by Section 3.1), or for anything else, except if, in Genwise's sole discretion, Genwise provides you a refund or exchange. Terminating your Genwise account does not relieve you of the obligation to pay for third-party services that you have received and not paid for with our Business Partners, and you shall remain solely liable for all such unpaid third-party fees, whether or not billed through Genwise’s unified billing system.
9.3 Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
9.4 Unified Billing. Genwise may provide unified billing for Genwise Services across the Network and also for Partner Services, which may be billed pursuant to a Sourced Business Partner Agreement to be entered separately. You agree to promptly pay for such charges directly to Genwise as provided in Section 1 of this GCA unless otherwise agreed in the Sourced Business Partner Agreement for such services.