Genuity Terms of Service

Thanks for using Genuity! The security, privacy, and integrity of your information is something we take seriously - both in principle and practice with our technology and these Terms of Service. We wish that a simple handshake between business partners would suffice for this agreement. Unfortunately, current laws and regulations, and the nature of internet businesses necessitate that we protect both parties. To learn more about the Terms of Service, please read on.

Core Principles

The Data you provide us is Your Data. We will never sell or provide Your Data to another party without your explicit consent or as you have agreed by consenting to these Terms. By joining our network and providing us Your Data, you grant us the right to use Your Data for purposes that will enhance the value we provide our customers. This may include using anonymized data from all our customers to create insightful models and provide transparent product and market information.

These Genuity Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Cloud Products. If you are being invited or added to a Cloud Product set up by a Genuity customer, the User Notice governs your access and use of the Cloud Product (and not these Terms). These Terms are between you and Genuity for the Cloud Product that you are using or accessing ( “Genuity”, “we” or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.

These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Cloud Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Cloud Product, create a Cloud Product account, or place an Order.

1. What these Terms cover.

1.1. Cloud Products. These Terms govern our Cloud Products, related Support, and Additional Services. These Terms include Our Policies (including our Privacy Policy), the Product-Specific Terms, and your Orders.

1.2. Product-Specific Terms. Some Cloud Products may be subject to additional terms specific to that product as set forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you also agree to the Product-Specific Terms.

2. How Cloud Products are administered.

2.1. Administrators. Through the Cloud Products, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of Cloud Products and End User Accounts. This may include making Orders for Cloud Products or enabling Apps (which may incur fees); creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others.

2.2. Reseller as Administrator. If you order Cloud Products through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller.

2.3. End User Consent. You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy and (ii) Genuity’s provision of the Cloud Products to Administrators and End Users. You will provide evidence of such consents upon our reasonable request.

2.4. Responsibility for End Users. Our Cloud Products have various user onboarding flows. Some Cloud Products require users to be designated by Administrators; some allow users to sign up for individual accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users. You are responsible for understanding the settings and controls for each Cloud Product you use and for controlling whom you allow to become an End User.

3. What's included in your Cloud Product subscriptions; what are the restrictions.

3.1. Access to Cloud Products. Subject to these Terms and during the applicable Subscription Term, you may access and use the Cloud Products for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order and the Documentation.

3.2. Support. During the Subscription Term, we will provide Support for the Cloud Products in accordance the applicable Order.

3.3. Restrictions. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Cloud Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Cloud Products to a third party;

4. Our security and data privacy policies.

4.1. Security and Certifications. We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure.

4.2. Privacy. We collect certain data and information about you and your End Users in connection with your and your End Users’ use of the Cloud Products and otherwise in connection with these Terms.

4.3. Improving Cloud Products. We are always striving to improve the Cloud Products. In order to do so, we use analytics techniques to better understand how our Cloud Products are being used.

5. Terms that apply to Your Data.

5.1. Using Your Data to provide Cloud Products to You. You retain all right, title and interest in and to Your Data in the form submitted to the Cloud Products.

5.2. Your Data Compliance Obligations. You and your use of Cloud Products (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws.

5.3. Your Indemnity. You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section 2.3 (End User Consent).

5.4. Removals and Suspension. We have no obligation to monitor any content uploaded to the Cloud Products. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests, we may (1) remove Your Data from the Cloud Products or (2) suspend your access to the Cloud Products.

6. Using third-party products with the Cloud Products.

6.1. Third-Party Products. You (including your End Users) may choose to use or procure other third party products or services in connection with the Cloud Products.

6.2. Marketplace Apps. As further described in the Genuity Marketplace Terms of Use, the Genuity Marketplace lists a variety of Apps.

7. Additional Services.

7.1. Additional Services. Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order.

8. Billing, renewals, and payment.

8.1. Monthly and Annual Plans. Except for No-Charge Products, all Cloud Products are offered either on a monthly subscription basis or an annual subscription basis.

8.2. Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term.

8.3. Payment. You will pay all fees in accordance with each Order, by the due dates and specified in the Order.

9. Our return policy.

As part of our commitment to customer satisfaction... you may terminate your initial Order of a Cloud Product under these Terms, for no reason or any reason, by providing notice of termination to us no later than ten (10) days after the Order date for such Cloud Product.

10. Taxes not included.

10.1. Taxes. Your fees under these Terms exclude any taxes or duties payable in respect of the Cloud Products in the jurisdiction where the payment is either made or received.

16. Term and Termination.

16.1. Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.

16.2. Termination for Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice.

16.4. Effects of Termination. Upon any expiration or termination of these Terms, you must cease using all Cloud Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession.

17. Warranties and Disclaimer.

17.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

17.4. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18, ALL CLOUD PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS.”

18. Limitation of Liability.

18.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY.

18.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY...

21. Dispute Resolution.

21.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms.

21.2. Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the applicable laws of the State of Illinois, USA.