Terms and Conditions

These Terms and Conditions (“TCs”) are concluded by and between Genezio SRL (“Genezio”) and the end user, be it a natural or legal person (“Customer”), as identified in the Order, an invoice or in any signature blocks hereunder (as the case may be) (Genezio and Customer each a “Party” and collectively the “Parties”), and shall be effective as of the date the Parties sign the TCs or the Order, Customer starts using the Product, pays the Fees, or clicks-through for acceptance whichever occurs first (“Effective Date”). The natural person signing or otherwise accepting the TCs, represents and warrants that they have the capacity to represent the entity identified as the Customer. The TCs apply only to the Product identified in the relevant Orders.

1. Definitions

Terms with capital letters have the meaning ascribed to them under this clause or under the remainder of this Agreement.

• “Agreement” means the TCs, together with its schedules and any other references herein to any other terms and conditions (such as the Order, and the Support Terms), and excluding any terms and conditions thereof added unilaterally by Customer;
• “Customer Data” means any customer application, content, document, material, information or data (including personal data as defined by data protection laws) that the Customer provide to Genezio directly or indirectly (such as that the Customer imports into Product or that are accessed by Genezio in connection with, or for the purpose of, provision of any Services);
• “Documentation” means any of Genezio’s technical and functional documentation related to the use of the Software as made available by Genezio, including any guidelines or policies associated with the Product, excluding any publicity and marketing materials;
• “Intellectual Property Right(s)” means all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case registered or unregistered, and including all applications and rights to apply for and be granted protection, renewals or extensions of such rights, as well as the right to claim priority therefrom, and similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world, including as otherwise defined or regulated under the applicable law;
• “Subscription Term” means the duration of the right to use the Software, as provided in an Order or the relevant invoice;
• “Order” means the ordering placed with Genezio by the Customer and accepted by Genezio. All Orders placed online via Genezio’s website or subscription purchase platform/link are deemed subject to this Agreement, irrespective of whether a reference to this Agreement is made in the Order or not;
• “Product” means the Software identified in the applicable Order, the Product’s outputs and reports, and any materials and information developed by Genezio for Customer, including during performance of Services;
• “Services” means services (such as implementation and configuration services) to be provided by Genezio to Customer as and to the extent agreed upon in Orders;
• “Software” means software products licensed to Customer and as delivered to Customer, as specified hereinunder and in the Orders and as delivered to Customer, including software made available during Support, and any enhancements and modifications thereto, as well as derived works of all the foregoing; the Documentation, and all IP Rights related to all of the foregoing, excluding open source software components, Customer Data or Third-Party Services;
• “Support” means maintenance and support services, applicable to the Software during the Subscription Term in accordance with the support terms available here […] as they may be updated from time to time (“Support Terms”);
• “Third-Party Services” means any software, services, cloud applications, cloud service endpoints, data services, APIs, AI/ML, and content of third parties, including open source software which may be accessed when using the Product.

2. License and Intellectual Property Rights

1. Product License and Support. Subject to the terms and conditions of this Agreement, Genezio grants Customer during the Subscription Term, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to use the Software specified in the applicable Order, solely for Customer’s internal business purposes. Genezio will provide Support during the applicable Subscription Term in accordance with the Support Terms and the Order.
2. Users Access. Customer may allow its users to use the Product if: (i) Customer ensures and undertakes its users comply with the terms of this Agreement, (ii) Customer will not grant any additional rights, use or access other than set forth herein and will retain exclusive control over the Product, and (iii) Customer shall be liable towards Genezio as if their acts and omissions were Customer's own.
3. Intellectual Property Rights. Except as specifically provided hereunder, this Agreement does not grant either Party any rights, by implication, or otherwise, to the other Party’s Intellectual Property Rights. Genezio owns and retain all Intellectual Property Rights to the Product, including without limitation any integrations, code, patches, materials, reports, data, know-how, (background) Product, information or similar assistance otherwise provided to Customer. Customer retains its rights over the Customer Data. Customer acknowledges that if it provides any suggestions or feedback to Genezio, it does so voluntarily and Genezio will be to use any suggestions or feedback, in any way and for any purpose in relation to the Products.

3. Publicity and Marketing Activities

1. Genezio may publicly identify the Customer as a client and use the Customer’s name and logo on Genezio’s website and other marketing or promotional materials by default. Both Parties agree to follow any marketing and communication guidelines provided by the other Party when engaging in marketing activities related to that Party under this Agreement.

4. Financial Terms

1. Payment. The payment of the fees for the use of the Product (“Fees”) shall be made according to the Order and these TCs. The billing cycles provided in the Order shall apply. Unless otherwise provided in the Order all invoices shall be paid immediately upon issuance of the invoice via card payment methods. All Fees are exclusive of any taxes, such as sales, use, value added, withholding, or any other taxes, however designed. All Orders are non-cancellable and all Fees are non-refundable. The Fees are payable, due and non-refundable even if the Customer does not use the Product or the Services.
2. Payment defaults. If Customer defaults any payment due under this Agreement, then Genezio may send the Customer a reminder notice of the overdue amount. In the event the Customer’s payment default exceeds 10 (ten) calendar days, Genezio may immediately thereafter: (a) suspend Genezio’s performance of any obligations under this Agreement until the full payment of the due amounts, in accordance with this Agreement; (b) terminate the Agreement with immediate effect, upon notice to the Customer, without any court intervention or other formalities. Customer understands and agrees that should a payment failure occur, the access to the Product may be terminated by Genezio without any notice.
3. Changes. Genezio is free to establish the Fees at its own discretion. Genezio will not change the Fees applicable to an Order already accepted by it. Genezio will notify Customer of any change in Fees and such change will become effective upon Customer placing a new Order or the renewal of any current Subscription Term following such notice.

5. Acceptable Use

1. Acceptable Use. Customer represents and warrants that it will use the Product and Services in accordance with this Agreement. Without prejudice to the generality of the foregoing and to the greatest extent permitted by the applicable law, Customer agrees that: (a) will not use, and will not encourage others to use, the Product or the Services (i) to inspect or analyse the Product or the outputs for benchmarking or comparison purposes, (ii) to design modify, create a derivative work or create any program that performs functions similar to the functions performed by the Product or to analyse the Product therefor, (iii) to misappropriate or infringe any rights or violate any laws or contracts; (b) will not disassemble, decompile or reverse engineer the Product or any portion of it; will not alter, adapt, copy, download, merge, modify, translate, decompile, develop versions or derivative works, interfere or disable features, functions or functionalities of the Product or otherwise derive source code therefrom or otherwise reduce them to human readable form; (c) will obtain and maintain all authorizations and consents required to use the Customer Data in conjunction with the Product and the Services and to provide such data to Genezio and retains all liability resulting therefrom; (d) must not use the Product to operate in a service bureau, managed service or commercial hosting services environment, unless expressly approved by Genezio in writing. € must not resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute the rights acquired under this Agreement; (f) Customer will not export, re-export, transfer, or use the Product, Services, or data contrary to any export control laws.

6. Warranty and Liability

1. Customer Indemnification. Customer will indemnify, defend and hold harmless Genezio from any claim, action, legal proceeding, fines, demand, loss, or damage, including reasonable attorneys’ fees, arising out of, or related to: (i) Customer Data, or (ii) Customer’s use of the Product or Services; or (iii) Customer’s breach of this Agreement.
2. Software and Services Warranty. Genezio undertakes that, during the Subscription Term, the Software will substantially conform to the Documentation, provided that the Product is used in accordance with the Agreement. To the extent permitted by law, Genezio’s sole liability under this warranty will be a repair or replacement of the relevant Sfotware and if the foregoing is not possible, Genezio may terminate the Agreement or the Order and refund any pre-paid and un-used fees. Except as provided under these TCs, Genezio makes no other warranties, guarantees or conditions, express, implied, statutory, or otherwise, regarding the Product’s and the Service and their use, fitness for a particular, capabilities or reliability.
3. Damages. Except for Customer’s breach of Genezio’s Intellectual Property Rights, of the applicable law, neither Party will be liable to the other for any indirect, special, moral, unforeseen, incidental or consequential damages, loss of profits, loss of revenue, or loss or corruption of data. Under no circumstances may Genezio be liable for any claims that may be asserted, granted or imposed against Genezio or Customer, arising from, or in connection with Third Party Services, Customer Data, Customer’s acts, omissions or decisions, Customer’s use of the Product in breach of the Agreement or the law, modification of the Product by anyone than Genezio, any trial versions of the Product.
4. Monetary Cap. Except for Genezio’s fraud or wilful misconduct, Genezio’s maximum aggregate liability for all damages (individually and together) under or relating to this Agreement will not exceed the Fees paid to Genezio under this Agreement for the relevant Product in the 3 (three) months before the initial claim giving rise to such damages (unless the Subscription Term in an Order is 12 months case in which the maximum aggregate will not exceed the Fees paid for the 12 months).

7. Term and Termination

1. Term and Subscription Terms. Unless otherwise provided in the Order, the initial Subscription Term for the Software will be of 12 months (“Subscription Term”). This Agreement is effective as of the Effective Date and will continue until terminated by either Party as described under this Agreement. In case there is an ongoing Order upon termination of the Agreement, the Parties hereby agree that the terms of this Agreement will be automatically extended until the expiration of the Order’s Subscription Term and any renewal term thereof. The initial Subscription Term will automatically renew for additional periods equal thereof, until either Party provides written notice of non-renewal to the other Party at least forty-five (45) days before expiration of the respective Subscription Term.
2. Termination. In addition to any other provisions of this Agreement or those of the applicable law, this Agreement and any Order (provided that letter c) below shall not apply to Orders) may be terminated as follows:
   1. by either Party, immediately upon written notice to the other, if the other Party has made a material/essential breach hereunder and, to the extent the breach can be cured, has not been cured within 20 (twenty) days from the notice date; it is deemed a material breach, among others, the breach of the payment obligations, of the “Acceptable Use” section, of the other Party’s Intellectual Property Rights; or
   2. by either Party, immediately upon written notice to the other Party when, due to the applicable law or on account of a regulator’s or similar body’s decision or ordinance, it becomes unlawful or illegal to continue the performance of this Agreement;
   3. automatically, if there is no effective or outstanding Order subject to this Agreement for a period longer than 6 months. This means that for subsequent Orders, the Parties shall enter into a new agreement.
3. Effect of Termination. Unless otherwise agreed by the Parties in writing, termination of an Order will not trigger termination of this Agreement. Upon termination of this Agreement, termination of an Order or expiration of any Subscription Term, the license and rights for the respective Product or Services will immediately terminate and Customer must, at its expense, remove and delete all copies thereof. Any provisions of this Agreement that, by their nature, terms or content are intended to survive termination or expiration shall remain in full force and effect following such termination or expiration. These include, without limitation, provisions relating to confidentiality, intellectual property rights, disclaimers of warranties, limitations of liability, indemnification, governing law, dispute resolution. If any of the provisions of the Agreement is or becomes invalid or non-binding, the Parties shall remain bound by the remaining part.

8. Confidentiality

1. Confidential Information. Information shared by the Parties under this Agreement will be deemed confidential if disclosed in any form or manner, marked as, or reasonably considered, confidential, and includes, without limitation, the Product, trade secrets, know-how, business operations, plans, strategies, customers, and pricing (“Confidential Information”). Confidential Information excludes any information that (i) is or becomes public, through no fault of the recipient; (ii) was rightfully acquired by or already known to the recipient without an existing confidentiality obligation; or (iii) is independently developed by the recipient without the use of discloser’s Confidential Information. The receiving Party will treat the Confidential Information with no less than reasonable care and will not use or disclose Confidential Information to anyone, except as set forth under this Agreement or to its employees, representatives, contractors, advisors or consultants, who need to know the Confidential Information for the purposes of this Agreement and are bound by similar confidentiality obligations. The receiving Party may disclose Confidential Information as necessary to comply with applicable law, a valid order of a court of law or governmental body, or with mandatory rules of an equivalent binding authority after using reasonable efforts to provide advance notice of such disclosure to the disclosing Party. The obligations of confidentiality and non-use contained in this Section “Confidentiality” shall remain in full force and effect during the term of this Agreement and for a period of 3 (three) years thereafter, except with respect to those Confidentiality Information which represents Genezio’s trade secrets as per the applicable law, which shall be subject to confidentiality for an unlimited period of time.

9. Miscellaneous

1. Data Protection. If Customer uses personal data with the Product of if Customer as controller otherwise provides personal data to Genezio, the data processing agreement available hereby shall become applicable (……). Customer must not use sensitive data with the Product or Services.
2. Governing Law and Jurisdiction. This Agreement and any claim arising therefrom or in relation therewith (be it contractual or otherwise) shall be governed by and construed in accordance with the laws of Romania, without reference to its conflict of laws provisions. Each party agrees that any claim, action, or dispute arising under or relating to this Agreement shall be exclusively and finally settled by courts located in Bucharest, Romania.
3. Third-Party Services. Customer may use the Product in conjunction with Third-Party Services, subject to complying with all terms and conditions enforced by third-party providers thereof, bearing the entire risk of such use, and Genezio will not be liable for use of the Third-Party Services. Genezio does not provide updates, upgrades or support for third party software or services.
4. Notices. Notices and other communications by one Party to the other Party under this Agreement shall be in writing and shall be addressed by email with a read receipt to the persons and at the email or physical addresses indicated in the Order. Notices will be treated as received after two calendar days the email is sent or notice is received (except for Saturdays, Sundays and public holydays, in which case the notification shall be deemed received on the next working day), unless the email server retrieves a notification indicating a failure in delivering the email.
5. Analyses Information. Genezio may process data, technical information, usage, and telemetry from the Product to develop, make available and provide software features, perform its obligations under this Agreement, create indices, offer Support, provide bug fixes, run systems diagnostics, and monitor error and performance, subject to confidentiality obligations hereunder.
6. Other Provisions. Failure to exercise, or delay in exercising, any right, power or remedy under this Agreement shall not operate as a waiver. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned without the prior written consent of the other Party, not to be unreasonably withheld or delayed. Genezio can assign this Agreement in the case of a change of control. This Agreement with all references herein is the entire understanding between Genezio and Customer with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between the Parties with respect to such subject matter. A conflict between the terms of this Agreement will be settled per the following order of precedence: (i) Order accepted by the Parties, (ii) additional terms for new Product features/functionalities, and (iii) this Agreement.
7. Unusual Clauses. Each Party expressly understands and accepts all the terms and provisions of this Agreement, including Section 2 (License and Intellectual Property Rights), Section 3 (Financial Terms), Section 4 (Acceptable Use), Section 5 (Warranty and Liability), Section 6 (Term and Termination), Section 7 (Confidentiality), Section 8 (Miscellaneous).