Genwise

Welcome to the Genwise Service Partner Program. Please review this agreement carefully and consult legal counsel before accepting.

 

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 ACTIONS.

1. ACCEPTANCE OF TERMS

Genwise Inc. (along with its affiliates, collectively, “Genwise”) owns and operates a virtual entrepreneur and business studio (the “Genwise Studio”) for the streamlining, growth, operation, and acceleration of small businesses through various websites, applications, services, and software (the “System”) that facilitate an online provision of business to business (B2B) and business to consumer (B2C) services among third parties as well as the use of third party business software on our platforms, including without limitation our website, our mobile application and our software (collectively, the “Services”). Genwise also provides a network (“Network”) of vetted service partners who offer business and technological services, products, and support (each a “Service Partner” and the products and services they provide, the “Service Partner Services”) to Genwise’s business to business clients in the Genwise Studio (its “Genwise Clients” and individually, the “ Genwise Client”). Upon becoming a Genwise Service Partner, Genwise may from time to time refer business to you for the provision of Service Partner Services to the Genwise Client subject to these Service Partner Terms of Use.

By accessing the System and/or providing the Service Partner Services to the Genwise Client and/or agreeing to these Service Partner Terms of Use, you agree that you are authorized to accept the terms set forth herein (the “Service Partner Terms of Use”) on behalf of yourself and your company and that you and your company are and will be bound by the Service Partner Terms of Use. In these Service Partner Terms of Use, we may refer to Genwise Inc. and its affiliates as “Genwise,” “us,” or “we,” and “you” shall refer to you and your company. Any and all use of the System and the Services and provision of the Service Partner Services is subject to these Service Partner Terms of Use. If you do not agree to be subject to these Service Partner Terms of Use, do not use the System, or accept the referral of Service Partner Services by Genwise. By continuing to use the System, or providing the Service Partner Services, you agree to continue to be bound by these Service Partner Terms of Use.

Genwise reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Service Partner Terms of Use at any time, upon 14 days’ written notice to you via email. You may accept or reject those changes, and your continued use of the System and the Services after 14 days’ written notice of any changes to the Service Partner Terms of Use to you will signify your acceptance of those changes. If you reject those changes and do not reach a new written agreement with Genwise within 14 days of such notice, you will cease to be a Genwise Service Partner.

2. SCOPE OF AGREEMENT

These Service Partner Terms of Use cover your use of the System and the Services and provision of the Service Partner Services, including, but not limited to, the process by which consumers contact, engage, and enter into commercial arrangements and contracts with you as well as your management of such arrangements and provision of your services or products through the Services, as applicable, and you agree that these Service Partner Terms of Use apply to your use of the System and the Services and the provision of the Service Partner Services. By using the System and the Services, you also consent and agree to the terms of the Genwise Privacy Policy and the Genwise General Terms of Use, and all other Genwise legal policies applicable to you, whether available on this website or not. The Genwise Privacy Policy and Genwise General Terms of Use may be updated at any time by Genwise upon written notice to you via email. Your continued use of the System shall constitute your agreement to such changes.

3. CHANGES TO THE SERVICES

Genwise has the right to change or modify, upgrade, add to, or discontinue the Services and/or the System or any portion or feature thereof at any time without notice. Genwise also reserves the right to assign any rights, licenses, or obligations arising out of or relating to these Service Partner Terms of Use without restriction.

4. REGISTRATION

You must register as a prospective Service Partner to access and use the System, the Services, and the Network. If you are registering on behalf of a company, by registering you agree that you have the requisite authority to register on behalf of such company. The email address you provide during your registration will be the login for your Genwise account. Each account must have a unique email address and you agree that you shall not attempt to create more than one account under the same email address.

You represent that any information you provide during registration or at any time thereafter is true, accurate, and complete and that you will update all such information as necessary to maintain its truth, accuracy, and completeness. Failure to do so shall constitute a breach of these Service Partner Terms of Use. You shall be responsible for maintaining the confidentiality of your password and will be solely liable for all actions taken via your account and under your password, whether or not made with your knowledge or authority. You further agree that any account information you provide during registration or at any time thereafter is valid and that you have the authority to authorize payments to and from such accounts. You also agree to be paid for your work as a Service Partner according to our payment terms in these Service Partner Terms of Use.

You may provide your employees and independent contractors who are acting for your benefit and on your behalf (collectively, “Authorized Users”) with access to the Services by registering them along with their unique email addresses under your account; provided that such Authorized Users’ use of the Services is for your benefit only and remains in compliance with these Service Partner Terms of Use; and provided further that each Authorized User must review and agree to these Service Partner Terms of Use (and any posted changes thereto) prior to using the Services. If any Authorized User stops working or providing services for you, you must immediately terminate that person’s access to the Services by updating your account registration. You shall be responsible and liable for any and all actions taken using your or any of your Authorized Users’ credentials to access the Services. You shall be responsible and liable for all Authorized Users’ use and access of the Services, and their compliance with or their breach of these Service Partner Terms of Use. 

5. FEES; PAYMENT TERMS; NON-CIRCUMVENTION; NON-COMPETITION

Generally, for all transactions for products and services that you sell to a third-party user of the System, including without limitation Service Partner Services, you will pay a commission to Genwise for such products and services (the “Genwise Commission”), generally 20% of charged amounts for residual commissions on repeat charges to Genwise Clients from the Genwise Marketplace and 20% for single, one-off transactions to non-Genwise Clients whom you have been connected with from the Genwise Marketplace. The manner of collection of the Genwise Commission is through Genwise’s unified billing program with Genwise Clients. Genwise will charge the full amount to the Genwise Client for the work performed by you and will remit the remainder of the funds collected from the client after the deduction of the Genwise Commission by Genwise.

You agree that the address, account information, and email address you provide in your account settings are valid business addresses and that Genwise may invoice you at such addresses or through other electronic or facsimile communications. 

Any charge invoiced to you by Genwise is exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Genwise’s income. All fees paid to Genwise by you pursuant to these Service Partner Terms of Use are nonrefundable.

Except for business software that is on an automated periodic payment schedule, for each Genwise Client for all Service Partner Services provided to such Genwise Client (the “Monthly Work”), you shall send a unique detailed monthly invoice to Genwise for the work completed and services or products provided to such Genwise Client in any given calendar month at the end of such month based upon your proposal to such Genwise Client and the hourly rates therein for such Monthly Work. Upon receipt of such invoice, Genwise shall confirm that the work has been performed in a satisfactory manner (to a standard equivalent to that of a qualified professional company in good standing that offers similar services to that provided by you in the Monthly Work) and, if the work in the Invoice is complete to such standard, bill the Genwise Client as part of its unified billing service for the Service Partner Services and you agree that you shall be paid by Genwise from funds received by such Genwise Client upon the later of (i) 15 days thereof and (ii) the date upon which Genwise receives payment from the Genwise Client for such Monthly Work, less any deductions for the Genwise Commission on all such Monthly Work and less any amounts that are disputed and unpaid by such Genwise Client. You acknowledge that it may take up to three business days to process payments to you in addition to any timeframes for payment listed herein. Genwise shall only facilitate such payments for Monthly Work and shall not become a creditor of you or the Genwise Client and Genwise and its affiliates and employees shall not be responsible for any non-payment or late payment by such Genwise Client for any Monthly Work. All payments to you hereunder from Genwise shall be made by Veem or such other third-party online payment service or other method that Genwise from time to time determines in its sole discretion, and you agree to be subject to the terms and conditions of such third-party payment providers terms and conditions of use. 

 

Non-Circumvention of Genwise Commission Payments. 

You acknowledge and agree that a substantial portion of the compensation Genwise receives for making the System and the Genwise Clients available to you is collected through the Genwise Commission. Genwise only receives this Genwise Commission when a Genwise Client and a Service Partner pay and receive payment through the System. Therefore, for 24 months from the time you identify or are identified by any party through the System or are referred to a Genwise Client by Genwise directly to provide Service Partner Services, (the “Non-Circumvention Period”), you agree to use the System as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Genwise Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the System or were not otherwise introduced through Genwise, such as if you and another Genwise Client worked together before meeting on the System, then the Non-Circumvention Period does not apply. If you use the System as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other Genwise Client.

 

You agree not to circumvent the payment methods offered by Genwise. By way of illustration and not in limitation of the foregoing, you agree not to:

  • Submit proposals or solicit parties identified through the System to contract, hire, work with, or pay outside the System.

  • Accept proposals or solicit parties identified through the System to contract, invoice, or receive payment outside the System.

  • Invoice or report on the System an invoice or payment amount lower than that actually agreed between Users.

  • Refer a User you identified on the System to a third-party who is not a User of the System for purposes of making or receiving payments off the System.

 

You agree to notify Genwise immediately if a person suggests to you making or receiving payments outside of the System in violation of this Section 5.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Genwise by sending an email message to: legal@genwise.com.

 

If you refuse to accept any new version of the Service Partner Terms of Use or elect not to comply with certain conditions of using the System, such as minimum rates supported on the System and therefore choose to cease using the System, and you wish to continue doing business with a Genwise Client or User you connected with through the System you may pay an opt-out fee to be separately negotiated between you and Genwise.

 

6. PAYMENT AUTHORIZATION; INVOICING

You will invoice Genwise Clients for whom you provide work on a monthly basis for all amounts due to you on a net 15 days from the date of invoice basis, accounting for the Genwise Commission. 

There may be time lags between the time that Genwise receives payment for such Monthly Work provided by you to the Genwise Client and the time that you are paid for such Monthly Work, which shall allow Genwise to process and account for such payments. Each invoice shall set forth the fees to be incurred by you in the prior month (a “Genwise Invoice”). We agree to invoice you within one week of the first day of the applicable calendar month provided we have received your invoice for the Monthly Work by the last calendar day of the preceding month and otherwise delayed on a day for day basis for each day that you send an invoice after the last calendar day of the month (the “Invoice Posting Date”). 

7. NONPAYMENT

If, for whatever reason, you owe Genwise any amounts under this agreement, pursuant to Section 5, above, or otherwise, and the payment is not promptly paid, Genwise reserves the right to suspend your access to the System and the Services and suspend you from providing further Service Partner Services to any Genwise Client. If you fail to pay the applicable invoice within 10 days of the date of suspension, or to otherwise negotiate a payment plan for all amounts then due, Genwise reserves the right to cancel your account. In the event Genwise cancels your account for non-payment, all amounts due and unpaid from you to Genwise shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, Genwise reserves the right to seek payment using any remedies allowed to it by law.

8. DISPUTED CHARGES

If you wish to dispute any charge by Genwise for Genwise Commissions upon Service Partner Services provided by you to Genwise Clients, you agree to submit the disputed charge to us no later than five (5) business days after we have collected the disputed charge (or in the event of non-payment invoiced you for such charge). You are responsible for timely reviewing any Genwise charges to you or Genwise Commissions collected. You may submit a disputed charge or Genwise Commission by only by contacting us by email to support@genwise.com. We agree to review your message and work with you to find a timely solution, provided that, if a solution is not found, the arbitration provisions of these Service Partner Terms of Use shall prevail in the resolution of such dispute.

9. ONLINE PAYMENTS

In connection with payments to be paid to or from Genwise hereunder, in addition to point-of-sale solutions, Genwise uses a third-party payment processor to process Genwise Payments. In order to receive Genwise Payments, you must register with an authorized third-party payment processor as determined by Genwise in its sole discretion. The processing of Genwise Payments will be subject to the standard terms of service and policies of such third parties, including, without limitation, such authorized third party payment processor and Genwise (including these Service Partner Terms of Use and Genwise’s Privacy Policy). Genwise may notify you of any such authorized third-party payment processor (or the un-authorization of any third-party payment processor) from time to time. You represent and warrant that any information you provide such as third-party payment processor or credit card reader service is truthful, accurate, and current. You acknowledge that you are solely responsible for ensuring that any such information is current and that you may not be able to receive a payment if you fail to inform such third-party payment processors of any changes to your information, or otherwise provide inaccurate information. You further acknowledge that Genwise and such third-party payment processor are not liable for any missed payments due to your failure to provide accurate and current information in connection with the information that you provide to an authorized third-party payment processor. You acknowledge and agree that you are solely responsible for any payment processor fees, credit card transaction fees, currency conversion fees, or any other fees charged by such third-party credit card reader or any third-party payment processor for the purpose of transferring payments to you.

Genwise does not control and is not liable for third-party products and services that are integrated with the Services, including credit card readers and the payment processing services utilized by you. YOU AGREE THAT GENWISE IS NOT A MONEY SERVICE BUSINESS OR PAYMENT PROCESSOR AND THAT GENWISE WILL NOT BE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GENWISE LIABLE, FOR THE CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH ANY GENWISE PAYMENTS, OR ANY PAYMENT PROCESSING ACTIVITIES, OR THE SECURITY OR PERFORMANCE OF ANY THIRD PARTY PRODUCTS OR SERVICES, INCLUDING ANY ERRORS MADE BY SUCH THIRD PARTY CREDIT CARD READER’S PRODUCTS OR THE SERVICES PROVIDED BY THIRD-PARTY PAYMENT PROCESSORS. Your and your Clients’ data security when using third party products and services integrated with the System and the Services (including third party credit card readers and the payment processing services provided from authorized third-party payment processors) is your responsibility. YOU AGREE TO IMPLEMENT ALL NECESSARY DATA AND INFORMATION SECURITY MEASURES IN ACCORDANCE WITH BEST INDUSTRY PRACTICES IN CONNECTION WITH YOUR PROCESSING OF GENWISE PAYMENTS AND FOR ALL DATA OF YOUR CLIENTS RESIDING ON OR PROCESSED BY DEVICES AND SYSTEMS OWNED, CONTROLLED OR OPERATED BY YOU. YOU AGREE NOT TO USE, DISCLOSE, SELL OR DISSEMINATE ANY INFORMATION OR DATA OBTAINED BY YOU IN CONNECTION WITH THE PROCESSING OF A PAYMENT IN CONNECTION WITH THESE SERVICE PARTNER TERMS OF USE TO ANY THIRD PARTY OTHER THAN TO AN AUTHORIZED THIRD PARTY CREDIT CARD READER OR AN AUTHORIZED THIRD PARTY PAYMENT PROCESSOR, IN EACH CASE ONLY AS NECESSARY TO FACILITATE A GENWISE PAYMENT TRANSACTION. You agree that none of Genwise, any authorized third party credit card reader or any authorized third-party payment processor will be liable to you for any payments improperly processed by you, or any unauthorized, illegal or fraudulent access to your information technology systems (including any personal information, transaction data, passwords, account IDs or passwords stored therein) by a third party. You are solely liable for any and all applicable local, state, or federal taxes associated with such electronic payments.

 

Both Genwise and you agree that such authorized payment processor and authorized credit card reader is a third party beneficiary of these Service Partner Terms of Use and that such authorized parties will have the right to enforce these Service Partner Terms of Use against you as the third party beneficiary hereof.

10. ELECTRONIC COMMUNICATIONS

Genwise reserves the right to contact you from time to time for feedback about the System and the Services and for service and support-related issues. We reserve the right to contact you through e-mail, text or voice messages, or notices posted on the Genwise website or messages posted in your Genwise account. Notices will be deemed effective at the time they are sent by Genwise or as of the date they are posted, regardless of whether you actually read any such notices.

You may opt-out of receiving notifications regarding transactions facilitated through the Services by logging into your account and changing the notification settings; opting-out of such notifications, however, will limit the effectiveness of the Services. You may not opt-out of receiving notifications relating to support of the System or the Services or other notices as required by law.

You consent that any emails, surveys, other information or feedback you provide to Genwise through the System or the Services or via any other medium, except for Personal Information, as defined in the Genwise Privacy Policy, can be used by Genwise in any manner, including but not limited to for testimonials, reviews and ratings on Genwise or third party websites.

11. INTELLECTUAL PROPERTY

We grant you a license to use the Services in accordance with these Service Partner Terms of Use. You shall not, and shall not permit any of your Clients or Authorized Users to, directly or indirectly, do any of the following activities with respect or relating to any of the products or services comprising or relating to the Services (including third party credit card readers or credit card processing services): copy; modify; translate; reformat; rent; lease; transmit; lend; frame; create derivative works of or based on; delete, alter or add to or fail to reproduce any trademark or copyright notice of Genwise or any of their suppliers; reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code or object code or the underlying ideas, algorithms, structure or organization (or any component thereof); disseminate performance information or analysis (including benchmarking) from any source; use for timesharing or service bureau purposes or for any purpose other than for the internal benefit of your business; use any confidential or proprietary information of Genwise or any of their suppliers to create any similar hardware, software, documentation, service or data; or provide links to, republish, reprocess, make commercial use of, or distribute the Services. We and our suppliers reserve all rights not expressly granted in these Service Partner Terms of Use.

Genwise and their suppliers retain all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the System or the Services (collectively the “Intellectual Property”) that are the exclusive property of Genwise and/or its suppliers or Genwise Clients. We do not transfer any rights in or to the Intellectual Property to you.

Content of the System or the Services that incorporates or includes any of the Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Genwise or the rightful owner, as applicable.

Any work relating to Service Partner Services you provide to any Genwise Client shall become the intellectual property of such Genwise Client for whom you are providing the Service Partner Services without restriction or limitation, and neither you nor your contractors, representatives, agents or employees shall have any rights in the work provided as part of the Service Partner Services being provided to such Genwise Client.

12. CONFIDENTIAL INFORMATION

Confidential Information is any oral, written, graphic or machine-readable information disclosed by Genwise or a Genwise Client to you that is not generally available to the public, whether or not such information is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential under the circumstances. Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services and all information that is disclosed or produced in connection with the work you are doing for any Genwise Client. You agree to not disclose or use any Confidential Information without the prior written consent of Genwise or the Genwise Client, as applicable, and to maintain the confidentiality of the Confidential Information at all times, notwithstanding the termination of this Agreement, except (i) as otherwise required by law or court order  (ii) when granted permission to disclose such information by Genwise or the Genwise Client in writing in advance or (iii) when such information is otherwise reasonably public information available to third parties through other means.

13. YOUR RESPONSIBILITIES

You are responsible for ensuring that you can fulfill all contracts and scopes of work for the provision to Genwise Clients of Service Partner Services made through the Services and for communicating changes directly to Genwise. You are responsible for managing your schedule and workload to fulfill your obligations to any Genwise Clients engaged through the use of the Services and to provide such products or services in a highly professional and competent manner as could be reasonably expected from a highly regarded provider of the products and services you provide and to avoid events within your control which would adversely affect the Genwise Client and their experience with the Services. You are responsible for reviewing your workload and work product regularly for quality and consistency. If you cannot honor any commitment made through the Services, you agree to promptly communicate such change to the relevant to Genwise.

You are also responsible for all equipment required to access the System and the Services, including (but not limited to):

  • a properly configured computer with broadband Internet access;

  • a functioning and valid email address;

  • any required software, including a supported browser that is configured to accept cookies, download images, and run JavaScript; and

  • any other equipment needed to access the Services.

 

When using the Services you must comply with all applicable laws, rules, and regulations, including without limitation those relating to export, re-export and import laws and restrictions, including U.S. export laws and regulations, to which the Services are subject, data security and privacy laws relating to your collection, disclosure, processing, storage, or use of any personally identifiable information, the Payment Card Industry Data Security Standards, and rules of payment associations, brands, instrument issuers, debit networks or payment methodologies or systems having proprietary rights to and clearing and oversight responsibilities with respect to any payment instrument used to effect payment-related transactions.

 

14. USE OF THE SERVICES

You may not use the System or the Services in any manner that is illegal or harmful to the System or the Services. Among other restrictions, you agree that you shall not, nor shall you allow any third party to:

  • Use the System or the Services through unauthorized interfaces or protocols;

  • Transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, offensive, vulgar, obscene, defamatory, invasive of personal privacy, harassing, threatening, or otherwise objectionable;

  • Translate, reverse-engineer, decompile, disassemble, modify, or make derivative works from the System, Services or Services software (accept as applicable law expressly permits);

  • Remove, obscure or alter any notices or indications of rights in or to the Intellectual Property;

  • Interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from any Genwise servers;

  • Take any action that imposes an unreasonable or unduly large load on our infrastructure;

  • Upload invalid data, viruses, worms, or other harmful software to the Services;

  • Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the System or Services, unless expressly permitted by Genwise in writing;

  • Use the Services or System in a way that disables the System or prevents or inhibits anyone from using the System or Services; 

  • Take any action that violates the intellectual property, privacy or data rights of any party; or

  • Impersonate any person or entity in order to use, or through use of, the System or Services.

 

15. DMCA NOTICE

Genwise believes in preventing and deterring unauthorized infringement of copyrighted materials. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement or that there is infringing material available through the Services, please notify Genwise’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

  2. Identification of the copyrighted work that you claim has been infringed;

  3. Identification of the material that is claimed to be infringing and where it is located on the Genwise website;

  4. Information reasonably sufficient to permit Genwise to contact you, such as your address, telephone number, and e-mail address;

  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Roger Rippy Chief Legal Officer at Genwise, legal@genwise.com

 

16. USER SUBMISSIONS

Materials, including but not limited to text, software, data, images, graphics, photos, audio, audiovisual, videos, and content of any nature provided by Genwise (“Content”) or by other users of the Services (“User Submissions”) to the System is owned by the party contributing such content. As a user of the Services, you are solely responsible for your own User Submissions. By transmitting your User Submissions, you represent that you have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit such content. In connection with your User Submissions, you agree that you will not submit material that is or contains the intellectual property of a third party that you do not have permission to use.

You shall retain all of your ownership rights in your User Submissions; however, by submitting material to Genwise, you grant Genwise the irrevocable, fully transferable rights to use, reproduce, distribute, modify, transmit, prepare derivative works of, display and produce the material in connection with the Services and Genwise’s business, and to grant these rights to others. To the extent you do not have ownership rights to any of your User Submissions, you shall indemnify Genwise for any claim regarding Genwise’s use of your User Submissions.

Genwise does not guarantee any confidentiality with respect to any User Submissions and will not treat any User Submissions as confidential. When using the Services, you may be exposed to User Submissions from a variety of sources, and Genwise is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions, which may be inaccurate, infringing, offensive, indecent, or objectionable. However, you agree to keep such User Submissions confidential and to not disclose the same to a third party, except those third party employees or contractors who need to know them in order to provide your service or product to third-party users as part of the Services.

17. THIRD-PARTY SITES AND SERVICES

The Services may contain links to or allow you to access and use in connection with the Services third party websites and services (collectively, “Third Party Links”). Genwise does not control, review, approve, monitor or warrant such Third-Party Links and is not responsible for nor can guarantee the content of such Third-Party Links. Unless otherwise explicitly stated, the inclusion of any Third-Party Links in the Services or on the Genwise website does not imply any endorsement by Genwise of Third-Party Links or any association with their operators. You use all Third-Party Links at your own risk. The applicable third party’s terms and policies, including the third party’s privacy and data gathering practices, apply to the Third-Party Links. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

18. TERMINATION

If for any reason, you do not intend to finish the work accepted by you hereunder, you agree to give reasonable notice (at least 7 days advance notice) of your intention to stop work so that Genwise and the Genwise Client has time to find acceptable substitute services to replace the Service Partner Services being provided by you, and you acknowledge that your failure to do so will cause harm to Genwise and the Genwise Client.

 

Upon termination of your use of the System or Services for any reason, all of your rights to access and use any and all parts of the System shall immediately terminate. In the event of such termination, you agree to remove any and all Content from all of your hard drives and any other storage media and to destroy all copies of the Content in your possession.

19. YOUR RESPONSIBILITIES AND OUR RESPONSIBILITIES

Genwise shall manage the relationship with the Genwise Client and coordinate with you and provide feedback to ensure that the Service Partner Services you provide match the scope of work and schedule from Genwise Client. You shall deal with Genwise primarily and you will only directly interact with the Genwise Client on an as-needed basis as is reasonably determined by Genwise. However, Genwise is not responsible for providing assistance or support to you, including error corrections, upgrades, support, updates, bug fixes, enhancements, or other types of support. You remain responsible for performing the Service Partner Services at a professional standard and meeting the specifications of the scope of work issued by the Genwise Client, including reperforming any unsatisfactory or incorrect work, as reasonably determined by Genwise, at your cost within a reasonable time. You understand that time is of the essence in this Agreement and under any scope of work for Service Partner Services. You shall warrant your work to be of a professional and workmanlike quality up to the generally accepted standards of a contractor in your field in Austin, Texas. We may monitor your use of the System and Services, to the extent permitted by law, to ensure compliance with these Service Partner Terms of Use, satisfy legal requirements, or protect our rights and the right of others.

20. SOLE REMEDY

Your only remedy for any dispute with Genwise is to stop using the System and the Services.

21. JURISDICTION

These Service Partner Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Service Partner Terms of Use and your use of the Services resides in the courts of the State and Travis County; provided that, you agree to resolve all conflicts and disputes with Genwise exclusively under the terms of Section 22, Arbitration, of these Terms of Use.

22. ARBITRATION

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 unlikely 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.

23. ENTIRE AGREEMENT / TRANSLATION / INTERPRETATION

These Service Partner Terms of Use, other Genwise legal policies or terms and conditions as posted on the Genwise websites or in your account, and any operating rules for the Services established by Genwise constitute the entire agreement between Genwise and you regarding your use of the Services. If any provision of these Service Partner Terms of Use should be held illegal or unenforceable by a court with jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Service Partner Terms of Use if no such modification is possible, and the other provisions of these Service Partner Terms of Use shall remain in full force and effect. The section headings used are for convenience only and shall not be given any legal significance.

24. NO WAIVER

A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.

25. INDEMNIFICATION

To the extent allowed under applicable law, you agree to defend, indemnify and hold Genwise, its affiliated and related entities, and any of its respective officers, directors, employees, suppliers, and agents, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorney’s fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach of these Service Partner Terms of Use or the representations and warranties made herein; (b) any claim arising out of a violation of the law and/or regulation governing your products, goods and/or services; (c) any claim arising out of or relating to the products, goods and services provided by you, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; and (d) any claim by any consumers for the paid value.

26. WARRANTY DISCLAIMER

THE SERVICES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ALL THIRD PARTY PRODUCTS AND SERVICES PROVIDED TO YOU AS PART OF THE SERVICES) ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. GENWISE DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO ACCESS THE SERVICES AT ALL TIMES OR PLACES, THAT GENWISE WILL HAVE ADEQUATE CAPACITY FOR ALL USERS, OR THAT THE SERVICES WILL BE OPERABLE WITH YOUR EQUIPMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, GENWISE, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS (INCLUDING, FOR THE AVOIDANCE OF DOUBT, CARDFLIGHT), AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, QUALITY, ACCURACY, FITNESS FOR PARTICULAR PURPOSES AND NON-INFRINGEMENT. NEITHER GENWISE NOR ITS SUPPLIERS WARRANT OR GUARANTEE THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OFFERS PROVIDED TO CONSUMERS THROUGH THE SERVICES WILL BE ERROR-FREE OR THAT ANY SUCH OFFERS WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU.

GENWISE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SITES AND SERVICES, OR ANY OTHER THIRD-PARTY PRODUCTS OR SERVICES PROVIDED BY GENWISE AS PART OF THE SERVICES, AND GENWISE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT GENWISE WILL NOT BE LIABLE, AND YOU AGREE NOT SEEK TO HOLD GENWISE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF THIRD-PARTY SITES AND SERVICES, AND ANY THIRD-PARTY SUPPLIERS TO GENWISE, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE SERVICES ARE OFFERED BY GENWISE FROM THE UNITED STATES OF AMERICA. GENWISE MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

YOU ACKNOWLEDGE GENWISE IS NOT RESPONSIBLE FOR THE ABILITY OF A USER TO PAY NOR FOR ANY DISPUTES BETWEEN YOU AND A THIRD-PARTY USER OF THE SERVICES OR SYSTEM, REGARDLESS WHETHER GENWISE HAS RECEIVED A GENWISE PAYMENT RELATING TO ANY TRANSACTION OR MATTER THAT IS THE SUBJECT OF A DISPUTE BETWEEN YOU AND SUCH THIRD PARTY.

27. LIMITATION OF LIABILITY

IN NO EVENT SHALL GENWISE, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES (INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY OFFERS PROVIDED TO CONSUMERS THROUGH THE SERVICES OR THE PROCESSING OF ANY GENWISE PAYMENTS), (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, (VII) USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VIII) YOUR USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING YOUR DATA) INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, AND (IX) THIRD PARTY SITES AND SERVICES, OR ANY OTHER THIRD PARTY PRODUCTS OR SERVICES PROVIDED BY GENWISE AS PART OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GENWISE’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU’VE PAID GENWISE IN THE CALENDAR MONTH PRECEDING THE CIRCUMSTANCES GIVING RISE TO THE FIRST CLAIM AT ISSUE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

THE FOREGOING EXCLUSION OR LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE MADE BY YOU WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE GIVING RISE TO SUCH CLAIM, OR THE CLAIM WILL BE DEEMED WAIVED BY YOU. WITH RESPECT TO ANY CLAIM ARISING FROM ANY OFFERS PROVIDED THROUGH THE SERVICES (AS FORTH IN SECTION 6) THE DATE OF OCCURRENCE GIVING RISE TO ANY CLAIM RELATED THERETO SHALL BE THE FIRST PUBLICATION OF THE OFFER THROUGH THE SERVICE.

28. Relationship between the Parties. 

Genwise and you are independent contractors, and nothing in these Service Partner Terms of Use or the agreements referred to herein will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You and your affiliates will have no authority to make or accept any offers or representations on Genwise’s behalf. You agree that you will not make any statement, whether on its/his affiliate site or otherwise, that reasonably would contradict anything in these Service Partner Terms of Use.

29. Restrictions on use of Genwise Marks. 

You may promote working with Genwise and its clients non-specifically. To promote your work with a specific Genwise Client, you will need written permission from such Genwise Client in advance. You will need to make that request through Genwise. In addition, the following restrictions apply.

  1. You shall not register, procure, or use any internet domain name that includes any of Genwise service marks, slogans, or other intellectual property owned by Genwise (“Genwise Marks”) or any variations thereof.

  2. You may not promote any special sales terms offered by Genwise.

  3. You may not offer any person or entity any payments or incentives (like rebate, cashbacks, "paid to click" advertising or discounts) for using the designated links and/or converting a free Genwise account into a premium package.

  4. You may not record, redirect, read, or fill in on behalf of prospective Genwise Client, the contents of any electronic form or other material submitted to Genwise by any prospective Genwise Client. You may not register any prospective Genwise Client to the Genwise Site or Services or to any premium package, on behalf of such prospective Genwise Client.

  5. You shall not post Genwise designated links or other content promoting the Genwise Site or Services within any pop-up or pop-under windows.

  6. You shall not use cookie stuffing techniques that set a tracking cookie without the current or prospective Genwise Client’s knowledge (e.g. iframing).

  7. You are prohibited from making inaccurate, deceptive or otherwise misleading claims about Genwise and the Genwise’s Site or Services. In addition, you are prohibited from (i) taking any action that may cause your site's visitors to confuse between you and Genwise; or (ii) misrepresenting the relationship between you and Genwise. For the avoidance of doubt, you may not claim that Genwise endorses, supports and/or sponsors the your site or services.

  8. You shall not use any Genwise ads or Genwise designated links in connection with any client-side software application (e.g. toolbars, extensions, or any other applications that are downloaded or installed by any site visitors) on any device.

  9. You shall not use, procure, bid on, or otherwise arrange for a sponsored link on any site or application which uses or includes any of the Genwise Marks.

 

30. Other Restrictions in Connection with Genwise Marks, Site or Services in Your Role as a Genwise Service Partner.

  1. If you send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with these Service Partner Terms of Use and/or our affiliate program, then you agree, acknowledge, represent and warrant that all such Emails shall be in full compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws in the applicable the Affiliate and Affiliate Site and including, but not limited to, all European laws and Directives and the Federal Trade Commission regulations.

  2. You agree to not utilize SPAM in promoting Genwise. Genwise maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mails This action may result in the immediate suspension or termination of your account with a cancellation of and possible forfeiture of any pending referral fees. You will also be in violation of these Service Partner Terms of Use and subject to legal action and be held liable for any financial loss incurred by Genwise.

  3. SPAM is defined as including, but not limited to, the following:

Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from you, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.

d. You further agree you will not:

(i) Employ any false or deceptive information regarding your identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding you identity, and the intent, subject, and origin of the Email.

(ii) Exploit documented or undocumented security holes on any client or server machine.

(iii) Fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from you (“Opt-Out Request”) for no less than thirty (30) days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by you.

(iv) Obtain email addresses via automated means or send an Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.

(v) Employ any fraudulent, deceptive, false, or misleading information in connection with the Emails.

(vi) Send any commercial marketing Email or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age. 

(vii) You may only use Tracking Codes within Emails that you send to registered users of the your site.

 

34. CONTACT US

Please contact us at legal@genwise.com with any questions regarding these Service Partner Terms of Use.

Genwise Service Partner Agreement

Effective Date: March 8, 2021