Effective Date: March 8, 2021

    Genwise Service Partner Terms of Use

    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 on behalf of yourself and your company.

    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.

    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. 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.

    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.

    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.

    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.

    You may provide your employees and independent contractors ("Authorized Users") with access to the Services by registering them 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.

    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, 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.

    You agree that the address, account information, and email address you provide in your account settings are valid business addresses. Any charge invoiced to you by Genwise is exclusive of all taxes, levies, or duties imposed by taxing authorities.

    Except for business software that is on an automated periodic payment schedule, for each Genwise Client for all Service Partner Services provided, you shall send a unique detailed monthly invoice to Genwise for the work completed.

    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. For 24 months from the time you identify or are identified by any party through the System (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.

    You agree not to circumvent the payment methods offered by Genwise. 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 making or receiving payments outside of the System. If you are aware of a breach, please submit a confidential report to [email protected].

    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.

    7. NONPAYMENT

    If, for whatever reason, you owe Genwise any amounts under this agreement and the payment is not promptly paid, Genwise reserves the right to suspend your access to the System and the Services.

    8. DISPUTED CHARGES

    If you wish to dispute any charge by Genwise for Genwise Commissions, you agree to submit the disputed charge to us no later than five (5) business days after we have collected the disputed charge. You may submit a disputed charge by emailing [email protected].

    9. ONLINE PAYMENTS

    In connection with payments to be paid to or from Genwise hereunder, Genwise uses a third-party payment processor to process Genwise Payments. The processing of Genwise Payments will be subject to the standard terms of service and policies of such third parties.

    Genwise does not control and is not liable for third-party products and services that are integrated with the Services. YOU AGREE THAT GENWISE IS NOT A MONEY SERVICE BUSINESS OR PAYMENT PROCESSOR.

    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.

    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, copy, modify, translate, reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code or object code. We and our suppliers reserve all rights not expressly granted in these Service Partner Terms of Use.

    Any work relating to Service Partner Services you provide to any Genwise Client shall become the intellectual property of such Genwise Client without restriction or limitation.

    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. You agree to not disclose or use any Confidential Information without the prior written consent of Genwise or the Genwise Client.

    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 also responsible for all equipment required to access the System and the Services, including:

    • a properly configured computer with broadband Internet access;
    • a functioning and valid email address;
    • any required software, including a supported browser; and
    • any other equipment needed to access the Services.

    14. USE OF THE SERVICES

    You may not use the System or the Services in any manner that is illegal or harmful. Among other restrictions, you agree that you shall not:

    • Use the System or the Services through unauthorized interfaces or protocols;
    • Transmit information that infringes the rights of others or is abusive, offensive, or otherwise objectionable;
    • Translate, reverse-engineer, decompile, disassemble, modify, or make derivative works from the System;
    • Interfere with, or attempt to interfere with, compromise the system integrity or security;
    • Take any action that imposes an unreasonable load on our infrastructure;
    • Upload invalid data, viruses, worms, or other harmful software;
    • Use automated means to download data from the System unless expressly permitted by Genwise;
    • 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

    If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please notify Genwise's copyright agent. 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;
    4. Information reasonably sufficient to permit Genwise to contact you;
    5. A statement that you have a good faith belief that use of the material is not authorized; and
    6. A statement, made under penalty of perjury, that the above information is accurate.

    The above information must be submitted to: Roger Rippy Chief Legal Officer at Genwise, [email protected]

    16. USER SUBMISSIONS

    Materials provided by Genwise ("Content") or by other users of the Services ("User Submissions") to the System is owned by the party contributing such content. You shall retain all of your ownership rights in your User Submissions.

    17. THIRD-PARTY SITES AND SERVICES

    The Services may contain links to or allow you to access and use third party websites and services ("Third Party Links"). Genwise does not control, review, approve, monitor or warrant 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.

    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.

    19. YOUR RESPONSIBILITIES AND OUR RESPONSIBILITIES

    Genwise shall manage the relationship with the Genwise Client and coordinate with you. 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. You remain responsible for performing the Service Partner Services at a professional standard.

    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 resides in the courts of the State and Travis County.

    22. ARBITRATION

    READ THIS SECTION CAREFULLY. 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 by binding arbitration by the Judicial Mediation and Arbitration Services ("JAMS"). The arbitration will be conducted in Austin, Texas. 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.

    23. ENTIRE AGREEMENT / TRANSLATION / INTERPRETATION

    These Service Partner Terms of Use, other Genwise legal policies, and any operating rules for the Services established by Genwise constitute the entire agreement between Genwise and you regarding your use of the Services.

    24. NO WAIVER

    A lack of enforcement will not result in waiver of any term. 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 harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses arising out of or relating to: (a) any breach of these Service Partner Terms of Use; (b) any claim arising out of a violation of the law governing your products; (c) any claim arising from products, goods and services provided by you; and (d) any claim by any consumers for the paid value.

    26. WARRANTY DISCLAIMER

    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. TO THE FULLEST EXTENT PERMITTED BY LAW, GENWISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES AND NON-INFRINGEMENT.

    27. LIMITATION OF LIABILITY

    IN NO EVENT SHALL GENWISE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE, ANY UNAUTHORIZED ACCESS TO OUR SERVERS, ANY INTERRUPTION OR CESSATION OF TRANSMISSION, ANY BUGS OR VIRUSES, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

    GENWISE'S AND ITS SUPPLIERS' AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT 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.

    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.

    28. Relationship between the Parties

    Genwise and you are independent contractors, and nothing in these Service Partner Terms of Use will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

    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. In addition, the following restrictions apply:

    1. You shall not register or use any internet domain name that includes any Genwise Marks.
    2. You may not promote any special sales terms offered by Genwise.
    3. You may not offer any payments or incentives for using the designated links.
    4. You may not record, redirect, read, or fill in on behalf of prospective Genwise Client any electronic forms.
    5. You shall not post Genwise designated links within any pop-up or pop-under windows.
    6. You shall not use cookie stuffing techniques.
    7. You are prohibited from making inaccurate, deceptive or misleading claims about Genwise.
    8. You shall not use any Genwise ads or designated links in connection with any client-side software application.
    9. You shall not use, procure, bid on, or otherwise arrange for a sponsored link which uses any Genwise Marks.

    30. Other Restrictions in Connection with Genwise Marks

    If you send any Emails in connection with these Service Partner Terms of Use, then you agree that all such Emails shall be in full compliance with all applicable federal and state laws and regulations, including the CAN-SPAM Act and COPPA.

    You agree to not utilize SPAM in promoting Genwise. Genwise maintains a ZERO tolerance policy towards the sending of SPAM.

    31. CONTACT US

    Please contact us at [email protected] with any questions regarding these Service Partner Terms of Use.