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
Acceptance of Terms
General Conditions/Access and Use
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.
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.
NO WARRANTIES AND DISCLAIMER BY GENWISE
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.
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.
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.
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.