Genwise General Terms of Use

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. Certain portions of the System and related services are provided to you free of charge. Other portions of the System and Genwise services require payment before you can access them. 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 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.

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 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.

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.

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 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. 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.

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 whatsoever to you under these General Terms of Use.

Use of Intellectual Property

Rights in User Content. 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.

Unsecured Transmission of User Content. You understand that the operation of the System, including User Content, may be unencrypted and involve transmission to Genwise's third party vendors and hosting partners to operate and maintain the System.

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 your Feedback is provided by you voluntarily and Genwise may use and exploit such Feedback in any manner and for any purpose.

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.

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; (b) not use the Disclosing Party's Confidential Information 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.

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 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.

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

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; (2) to modify or change the System; and (3) to interrupt the operation 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. 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 ARISING OUT OF OR RELATING TO THESE GENERAL TERMS OF USE. 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. 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. THE PARTIES HEREBY WAIVE FOREVER ANY AND ALL RIGHT TO TRIAL BY JURY AND AGREE TO RESOLVE ALL DISPUTES BY ARBITRATION UNDER THE PROCEDURES CONTAINED BELOW.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES. 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 by binding arbitration by the Judicial Mediation and Arbitration Services ("JAMS") under the Optional Expedited Arbitration Procedures then in effect for JAMS. The arbitration will be conducted in Austin, Texas unless you and Genwise agree otherwise. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

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. Should you choose to continue your inquiry into whether Genwise's or any of its third-party provider's service is right for you, you should make an independent investigation of the suitability.

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. Terms 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, terms 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.

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; (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 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 (collectively, a "Prohibited Counterparty").

These General Terms of Use 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 [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.