Geenees Creative Labs 


STANDARD TERMS AND CONDITIONS


THIS IS A LEGAL AGREEMENT BETWEEN GEENEES CREATIVE LABS INC. ("GEENEES") AND YOU. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS (THE “TERMS”), YOU ARE NOT AUTHORIZED TO USE THE SERVICES. YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS.  YOU REPRESENT AND WARRANT TO GEENEES THAT THE PERSON ENTERING INTO THIS AGREEMENT (EVEN IF ON YOUR BEHALF) IS AUTHORIZED BY YOU TO ENTER INTO THIS AGREEMENT. 


BACKGROUND:

Geenees has developed a social gifting software platform where users can gift items or donate resources to families and non-profits organizations in need.

AGREEMENT:

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Geenees and You agree as follows:


  1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:


    1. "Aggregate Information" means information about Your activities on or in connection with the Services that cannot be used to identify, locate, or contact You including information regarding the frequency of use of the Services, components of the Services most frequently accessed, and browser types used by You.
    2. "Agreement" means the entire agreement between Geenees and You related to the provision of the Services, and includes  these Terms, and incorporates the policies as updated from time to time, located at http://www.docs.geenees.co/terms.html
    3. "Applicable Law" means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and Your use thereof, including without limitation, all data protection and privacy laws, including all applicable legislation regulating use and misuse of electronic messages, laws for the protection of Personal Information, and Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as amended, replaced, or superseded (“General Data Protection Regulation” or “GDPR”), to the extent applicable;
    4. "Intellectual Property" means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
    5. "Intellectual Property Rights" means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
    6. "Personal Data" or “Personal Information” means any information relating to an identified or identifiable natural person (“Data Subject”) and includes data or information entered into the Services by You. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    7. "Processing" means any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    8. "Sensitive Data" means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof), (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; (f) date of birth; (g) criminal history; (h) mother's maiden name; and (i) any other information that falls within the definition of "special categories of data" under the General Data Protection Regulation or any other applicable law relating to privacy and data protection.
    9. "Services" means: i) Geenees’s software application currently described as “Geenees”, including any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents, as they may be added or removed by Geenees from time to time and including all written information, documentation, and materials provided to You by Geenees in respect of same; and ii) any software, materials or content made available in connection with the Services.
    10. "You" or "Your" means the party entering into this Agreement with Geenees and includes the person, entity, or organization having control of the use of the Services and any successor of same. “You” or “Your” also means, in the case of a person, entity, or organization registering for a free trial, that person, entity, or organization.


  1. Use and License. You may only use the Services during the term of this Agreement. You may not use the Services as a service for any third party without Geenees’ prior consent. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted except as expressly provided by this Agreement. You shall not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Services. Nothing in this Agreement will entitle You to access or use the source code of the Services. You shall not download or use the Services if Your download, installation or use of the Services is prohibited under Applicable Law.


  1. Your Responsibilities. You are responsible for all of Your use of the Services. You shall:
    1. prevent unauthorized access to, or use of, the Services, and notify Geenees promptly of any such unauthorized access or use (You acknowledge and agree that Geenees is not be liable for any loss or damage arising from unauthorized access to, or use of, the Services from Your account);
    2. comply with all Applicable Law;
    3. ensure that You have the necessary consents required for Processing Personal Information.
    4. not use the Services to engage in any deceptive, misleading, illegal or unethical marketing activities or activities that otherwise may be detrimental to Geenees;
    5. not collect, use, or disclose any Personal Information in connection with the Services, unless you have obtained all necessary consents under all Applicable Law to do so;
    6. not upload to, or store within, the Services (and Personal Information shall not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
    7. not use the Services to store or transmit any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines or code that may damage or detrimentally interfere with the Services or any data or Personal Information maintained on or in connection with the Services;
    8. not send or (cause to send) Sensitive Data through the Services unless so instructed by Geenees, and You will be liable for any Security Incident in connection with the sending of Sensitive Data through the Services in any manner not explicitly authorized by Geenees in writing to You;
    9. be responsible for (1) all hardware devices needed to access or use the Services, such as display devices, iPads, laptops, and the like; and (2) internet access to such devices; and
    10. in the event You conduct testing or research on our Services, not publish any results without obtaining the prior written consent of Geenees.


  1. Support. Geenees will provide telephone, web-based, and / or e-mail technical support to You during Geenees’s regular business hours (Pacific Standard Time) on such terms and conditions as Geenees determines at its sole discretion. Geenees will make reasonable efforts to respond to Your support queries within a reasonable period of time based on the nature of the query. In the event You request services that extend beyond support for the use of the Services in its current form, including, without limitation, changes to the design, use, or functionality of the Services or upgrades, improvements, modifications, features, changes, customizations, increased functionality, or additions to the Services (collectively, " Extended Support "), Geenees shall have the option, but not the obligation, to provide Extended Support and in such a case, the parties will enter into an Extended Support agreement on terms and conditions reasonably satisfactory to the parties. 


  1. Confidentiality. You acknowledge that the Services constitute a valuable trade secret and/or are the confidential information of Geenees or its licensors. 


  1. Data and Processing. 
    1. You grant to Geenees a non-exclusive, royalty free right during Your use of the Services to Process Your Personal Data to the extent required to provide the Services to You, to improve the features and functionality of the Services, and to communicate with You in the event You submit any questions or requests to Geenees
    2. You acknowledge and agree that Geenees may collect, analyze, and use Aggregate Information.
    3. You acknowledge and agree that Geenees may also access or disclose Your Personal Data and Sensitive Data if: (i) Geenees, in good faith, believes that disclosure is necessary to comply with any Applicable Law, legal process or government request, (ii) to enforce the Agreement; (iii) to protect the security or integrity of the Services, or (v) to respond to an emergency which Geenees believes requires Geenees disclose data to assist in preventing a death or serious bodily injury. In each of the foregoing cases, Geenees will disclose only such information as Geenees believes, in good faith, is necessary.
    4. If, but only to the extent that You authorize the use of the Services in connection with Third Party Applications (defined below), You consent to Geenees releasing to Third Party Developers (defined below) any Personal Data entered into the Services by You reasonably required by such Third Party Developers for the proper use of such Third Party Applications, and such Third Party Developer’s use of such information shall be governed by Your agreement with such Third Party Developers.


  1. Privacy. Geenees is committed to protecting the privacy of Your information. Geenees's Privacy Policy is incorporated into and forms part of the Agreement and can be found at: http://docs.geenees.co/privacy.html


  1. Indemnification. You shall defend, indemnify, and hold Geenees and its directors, officers, employees, contractors, and volunteers harmless against any loss, damage, or cost (including reasonable legal fees) incurred in connection with a claim, demand, suit, or proceeding alleging that Your use of the Services has harmed a third party or infringes upon the privacy rights of a third party or is in violation or alleged violation of any Applicable Law, provided You are notified in writing by Geenees as soon as reasonably practicable as to any such claim. Geenees shall provide reasonable information, cooperation and assistance in defending any such claim.


  1. Third Party Developers. The Services may include features that permit you to connect the Services to third party applications ("Third Party Applications") developed by third parties ("Third Party Developers"). You acknowledge and agree that: (1) Geenees is not such Third Party Developer; and (2) Geenees makes no representations or warranties regarding Third Party Developers, Third Party Applications, or their use of Your Personal Information, to anyone, express, implied or statutory (including warranties of design, operation, or fitness for any use or purpose). No representation or warranty by such Third Party Developers is binding on Geenees nor shall breach of such representation or warranty relieve You of Your obligations to Geenees. Third Party Developers may require You to enter into license agreements or pay license fees for the use of their Third Party Applications, which, unless expressly set out herein, are not included in any Fees.


  1. Outage Policy. YOU ACKNOWLEDGE AND UNDERSTAND THAT GEENEES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT GEENEES MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN GEENEES’S CONTROL. ANY SUCH DISRUPTION SHALL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT.


  1. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to You in the provision of the Services are and shall remain the sole and exclusive property of Geenees or its licensors and except for the limited license to use the Intellectual Property as part of Your use of the Services in accordance with this Agreement (the "License"), no right, title, or interest is granted in the Intellectual Property. Geenees (or its licensors) shall own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from Your requests or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Geenees by virtue of this Agreement or otherwise, You hereby irrevocably transfer and assign to Geenees all rights, title, and interest which You may have to such refinements and improvements.


  1. Fees.  You understand and agree that there are some features of the Services that are only accessible by paying a fee to Geenees. To the extent that such fees are billed and paid through a third party credit card processor, such third party’s standard terms and conditions shall apply. You are solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and excise taxes, as applicable (but excluding any taxes attributable to Geenees’s income), resulting from Your use of the Services.


  1. Term and Termination.
    1. This Agreement commences on the earlier date of (1) Your acceptance of this Agreement; and (2) Your first use of the Services (the " Commencement Date "), and shall continue for one year and will automatically renew year-over-year until otherwise terminated by either party pursuant to this Agreement. 
    2. You may termination this Agreement without cause by deleting your account.
    3. Geenees may terminate this Agreement without cause upon providing no less than thirty (30) days written notice to You.
    4. Either party may terminate this Agreement for cause immediately upon a material breach of this Agreement by the other party. Except in the case of termination by You for cause, termination shall not relieve You of Your obligation to pay any fees accrued or payable to Geenees under the terms of this Agreement.
    5. Thirty (30) days after termination or expiration of the Agreement, Geenees will have no obligation to maintain or provide Your data, and Geenees may, at its option, delete or destroy all copies of Your data in its possession or control.


  1. Limitation of Liability and Disclaimers
    1. Disclaimer Of Warranties. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEENEES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY PERSONNEL OF GEENEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY GEENEES FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF GEENEES WHATSOEVER. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN, GEENEES SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.


    1. UNDER NO CIRCUMSTANCES SHALL GEENEES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE GEENEES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, INABILITY TO OBTAIN OR INCORRECT TAX RECEIPTS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION. THE ENTIRE LIABILITY OF GEENEES TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED $50.00.


  1. Changes. Geenees reserves the right to modify these Terms at any time, which modified Terms will supersede prior versions. Unless otherwise provided, any modifications to the Terms will be effective fourteen (14) days after You have been notified of such modified Terms or they have been published, whichever occurs first. In the event of material changes to this Agreement, Geenees will provide notice to You, either through the Services, by way of an electronic (including e-mail) notification, or by other reasonable means prior to the effective date of such material changes, and should You elect not to agree to such material changes, Your sole remedy shall be to terminate this Agreement in accordance with its terms. Your continued use of the Services will be deemed acceptance thereof.


  1. Promos and Trial Accounts. Geenees may, but is not obligated to, provide a any promotions or trial account to You, and this Agreement shall apply to your use of the Services during such period in the event Geenees provides you with such any promotion or trial account.


  1. Miscellaneous.
    1. Proper Law. This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia. The terms and conditions of this Agreement shall enure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns
    2. Arbitration. All disputes arising out of or in connection with the Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
    3. Survival. Sections 2, 5, 6, 7, 10, and 13 of this Agreement shall survive any expiration or termination of this Agreement for any reason.
    4. Headings. The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.
    5. Assignment. You may not transfer or assign all or any part of this Agreement. Geenees may transfer or assign all or any part of this Agreement at any time without Your consent: (1) to an affiliate; (2) in the event of a sale, merger or other transfer of substantially all of its business and assets; or (3) in the event of a sale or transfer by Geenees of the Services and substantially all Geenees’s business components required to operate the Services.
    6. Notice. Any notice or communication from one party to the other required or permitted to be given hereunder shall be in writing and either personally delivered, sent by postal service, sent via courier (with evidence of delivery in any case), or, in the case of notice of changes to these terms and conditions, sent by e-mail or other electronic means. All notices shall be in English and shall be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which shall be deemed to have been received the day after such notices are sent. Unless otherwise requested, all notices to Geenees shall be sent to the attention of "Legal" and may be sent by registered mail or courier to 8263 Trondheim Dr, Delta BC V4C OB8 CA with a digital copy concurrently emailed to office@geenees.co. All notices to You shall be sent to the email address You used when making an account for the Services and will deemed received by on the day the email was sent. 
    7. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to, earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion , act of terrorism, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
    8. Waiver. The waiver by any party hereto of a breach or a default of any provision of this Agreement by another party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
    9. Relationship. The Agreement shall not be construed as creating any partnership, joint venture, or agency among the parties and no party shall be deemed to be the legal representative of any other party for the purposes of the Agreement. No party shall have and shall not represent itself as having, any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in the Agreement.
    10. Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, "or" is not exclusive and "including" is not limiting, whether or not such non-limiting language (such as "without limitation" or "but not limited to") is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.
    11. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.
    12. U.N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods shall not apply to the Agreement and shall not apply to any purchase order issued in connection herewith.


Last updated: January 30, 2021