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.
Geenees has developed a social gifting software platform where users
can gift items or donate resources to families and non-profits organizations in need.
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:
- Definitions. Unless the context requires
otherwise, capitalized terms in this Agreement shall have the following meanings:
- "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.
- "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
- "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on the free movement of such data, as amended, replaced, or superseded (“General Data Protection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;
- "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.
- "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.
- "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
- "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.
- "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.
- "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.
- "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.
- 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.
- Your Responsibilities. You are responsible for
all of Your use of the Services. You shall:
- 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);
- comply with all Applicable Law;
- ensure that You have the necessary consents required for
Processing Personal Information.
- not use the Services to engage in any deceptive,
misleading, illegal or unethical marketing activities or activities that otherwise may be detrimental to
- 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;
- 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;
- 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;
- 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;
- 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
- in the event You conduct testing or research on our
Services, not publish any results without obtaining the prior written consent of Geenees.
- 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.
- Confidentiality. You acknowledge that the
Services constitute a valuable trade secret and/or are the confidential information of Geenees or its licensors.
- Data and Processing.
- 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
- You acknowledge and agree that Geenees may collect,
analyze, and use Aggregate Information.
- 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.
- 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.
- Privacy. Geenees is committed to protecting the
and can be found at: http://docs.geenees.co/privacy.html
- 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.
- 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.
- 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.
- 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.
- 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.
- Term and Termination.
- 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.
- You may termination this Agreement without cause by
deleting your account.
- Geenees may terminate this Agreement without cause upon
providing no less than thirty (30) days written notice to You.
- 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.
- 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.
- Limitation of Liability and Disclaimers
- 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.
- 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.
- 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.
- 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
- 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
- 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
- Survival. Sections 2, 5, 6, 7, 10, and 13
of this Agreement shall survive any expiration or termination of this Agreement for any reason.
- Headings. The headings used in the
Agreement are for convenience and reference only and shall not affect the construction or interpretation
of this Agreement.
- 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.
- 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 email@example.com. 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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