Genwise Client Terms of Use

These Genwise Client Agreement ("GCA") are in addition to the Genwise General Terms of Use and apply to paying Clients of Genwise Studio.

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.

1.1 Description of Genwise Resources. As a Genwise Studio Client, you will receive access to the following: (a) an integrated, customizable, workspace and business dashboard OS powered by Notion, a third-party software with separate terms of use and privacy policy, which you must create an account for and accept in order to gain access, (b) business operational services and mentoring provided by Genwise and its affiliates as further outlined in your specific Genwise Proposal, which is incorporated herein by reference, (c) the Matching Services and access to the Network of vetted Genwise Business Partners for a range of services and products (collectively, a), b) and c), the "Genwise Resources").

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.

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. Genwise carefully vets third-party service providers and Business Partners that it may refer to you from time to time. 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. You are under no obligation to use any third-party service providers that Genwise may refer to you.

2. Acceptance of Terms

2.1. Acceptance and Legally Binding Agreement. Genwise provides the Genwise Resources to you through the Site and your customized Notion HQ, subject to this GCA, the Genwise General Terms of Use, and the Genwise Privacy Policy. By accepting this GCA or by accessing or using any portion of the Genwise Resources, you acknowledge that you have read, understood, and agree to be bound by this GCA and the Genwise General Terms of Use.

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.

2.4 Conflicts between GCA and Genwise General Terms of Use. In the event of any conflict between the GCA and the Genwise General Terms of Use, the terms of the GCA shall prevail.

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 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. Proprietary Information of Genwise also includes the rates of each Business Partner in the Network.

3.2. Non-Solicit. During the term of this Agreement and for twelve (12) months after each such access or use (the "Non-Solicit Period"), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services 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 transition out of any tasks with Business Partners that were ongoing at the time of such termination.

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; (b) content you upload and your other activities do not and will not violate, infringe, or misappropriate any third party's rights; 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 Sections 3-9 will survive the termination of this GCA.

6. NO WARRANTIES AND DISCLAIMER BY GENWISE

THE GENWISE SERVICES AND GENWISE RESOURCES 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. YOU ACKNOWLEDGE THAT GENWISE DOES NOT WARRANT THAT YOUR ACCESS OR USE OF THE GENWISE SERVICES OR GENWISE RESOURCES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE.

7. LIMITED LIABILITY

7.1 Exclusion of Damages and Limitation of Liability. Each party agrees that NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS GCA. 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. You should make an independent investigation of the suitability of using Genwise or such third party provider for your particular business needs.

8. Miscellaneous

This GCA, together with Genwise's Privacy Policy and Genwise General Terms of Use constitute the entire agreement between the parties. The failure of either party to exercise or enforce any right or provision of this GCA will not be a waiver of that right unless explicitly stated herein. Any notices to Genwise in connection with this agreement will be made by email transmitted to [email protected] 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.

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 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.

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. 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.

9.3 Payment Information; Taxes. All information that you provide in connection with a purchase or transaction 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 at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to any such purchases or transactions.

9.4 Unified Billing. Genwise may provide unified billing for Genwise Services across the Network and also for Partner Services. You agree to promptly pay for such charges directly to Genwise as provided in Section 1 of this GCA unless otherwise agreed.

10. Applicable Agreements

Genwise Business Partners may perform services to Clients pursuant to Genwise Business Partner Terms of Use agreements that Clients and such Business Partners enter into separate from this GCA ("Sourced Business Partner Agreements"). Your access or use of the Genwise Services other than Matching Services always will be governed by the then-current GCA. Unless otherwise specified, Genwise may use your company's name, logo and marks to identify you as a Genwise customer on Genwise's website, social media, and other marketing materials.