Terms & Conditions.

1. Agreement to These Terms

These Terms of Service (these "Terms") form a binding legal agreement between you and GeniOS Intelligence ("GeniOS", "we", "us" or "our") and govern your access to and use of the website located at thegenios.com (the "Site"), together with the GeniOS platform, applications, application programming interfaces and related services that we make available (collectively, the "Services"). By accessing, browsing, registering for, or otherwise using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms and by any policies referenced in them, including our Privacy Policy.

If you are entering into these Terms on behalf of a company, organization, partnership, governmental body or other legal entity (an "Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and in that case "you" and "your" refer to both you individually and to that Organization. If you do not have such authority, or if you are unwilling to accept these Terms, you must not access or use the Services.

If you do not agree with any part of these Terms, you must not access or use the Services. Your continued use of the Services following the posting of any updated version of these Terms constitutes your acceptance of the version then in effect. We may modify these Terms from time to time in accordance with the section governing changes, and it is your responsibility to review these Terms periodically.

Certain features, plans or offerings may be subject to additional terms, guidelines or policies that we present to you at the point of access. Where such additional terms apply, they are incorporated into these Terms by reference, and in the event of a conflict, the additional terms will control with respect to the specific feature, plan or offering to which they relate, unless we state otherwise.

2. Definitions

In these Terms, the following capitalized terms have the meanings set out below. Other terms are defined where they first appear in these Terms, and defined terms apply equally to their singular and plural forms.

• "Account" means the registered account through which you access and use the Services, including any credentials, keys and configuration associated with it.
• "Authorized User" means an individual whom you permit to access or use the Services under your Account, including your employees, contractors, agents and, where applicable, the members and personnel of your Organization.
• "Connected Sources" means the tools, data stores, memory layers, agents, applications and other systems that you elect to connect to the Services so that GeniOS may read and reason over the context they expose, on a read-only and scoped basis.
• "Customer Data" means the data, content and materials, including any personal data, that reside within your Connected Sources and that GeniOS accesses, reads or processes on your documented instructions in the course of providing the Services.
• "DPA" means a Data Processing Addendum entered into between you and GeniOS that governs the processing of personal data contained in Customer Data, where GeniOS acts as a processor on your behalf.
• "Documentation" means the user guides, technical materials, specifications and usage policies that we make generally available for the Services, as updated from time to time.
• "Enterprise Agreement" means a Master Services Agreement ("MSA"), order form, statement of work or similar negotiated written agreement between you and GeniOS that references or governs the provision of the Services.
• "Fees" means the subscription charges, credit charges, usage charges and any other amounts payable by you for access to or use of the Services.
• "Output" means the decisions, recommendations, reasoning records, sources, confidence indicators, summaries and other results that the Services generate for you or your agents in response to the context available to them.
• "Plan" means the subscription tier you select, such as our Early, Startup or Growth offerings, together with any usage allowances, credit entitlements and features associated with that tier.
• "Credits" means the units of measurement used to meter and account for consumption of the Services under your Plan.
• "You" or "your" means the individual accepting these Terms and, where applicable, the Organization on whose behalf the individual is acting, as described in the section titled Agreement to These Terms.

3. The Services

GeniOS provides an intelligence layer for AI agents. When you connect your tools, memory layers and agents to the Services as Connected Sources, the Services read the context those sources expose, on a read-only and scoped basis, reason over that context, and surface decisions and recommendations for your agents and your people. Each Output is accompanied by an auditable record of the reasoning applied, the sources relied upon and an indication of confidence, so that the basis for a given decision or recommendation can be reviewed.

Access to your Connected Sources is read-only and limited to the scope you authorize. The Services are designed to read and reason over context rather than to write back to, alter, delete or otherwise modify the contents of your Connected Sources, except to the extent that you separately and expressly enable a specific integration or action and instruct us to do so. You are responsible for configuring the scope of access you grant and for ensuring that such scope is consistent with your rights and internal policies.

The Services are a decision-support and reasoning layer. They are intended to assist, inform and augment your agents, tools and team, and they do not replace them. GeniOS does not act as, and is not a substitute for, your own agents, systems, professional advisors or personnel, and the Services do not assume operational control over your business, your agents or your Connected Sources. You remain responsible for reviewing Outputs, for exercising human oversight, and for any action taken or not taken on the basis of an Output.

Outputs are generated through automated reasoning over the context available to the Services and may be incomplete, may contain errors, and may not reflect the most current state of your Connected Sources. Outputs are provided for your evaluation and do not constitute legal, financial, medical, tax, or other professional advice. You are solely responsible for validating Outputs before relying on them and for any decisions you make.

We may modify, enhance, add to or discontinue features of the Services from time to time in order to improve them, to reflect changes in technology, or to comply with legal or operational requirements. We will use commercially reasonable efforts to avoid materially degrading the core functionality of a paid Plan during a subscription term, and where an Enterprise Agreement applies, any commitments regarding changes to the Services will be governed by that agreement.

GeniOS does not sell Customer Data, and GeniOS does not use Customer Data, your prompts, or the content of your Connected Sources to train its own or any third party's foundation models or machine-learning models. Customer Data is encrypted in transit and at rest. These commitments are described further in our Privacy Policy and, where applicable, in your DPA.

4. Eligibility and Accounts

The Services are intended for use by businesses and by individuals acting in a professional capacity. You may use the Services only if you are at least eighteen years of age, or the age of legal majority in the jurisdiction in which you reside, whichever is greater, and only if you are legally capable of entering into a binding contract. You may not use the Services if you are barred from doing so under any applicable law. If you access the Services on behalf of an Organization, that Organization must be duly formed and validly existing under the laws of the jurisdiction in which it is established.

To access certain features you must register for an Account. When you register, you agree to provide accurate, current and complete information, and to keep that information updated so that it remains accurate, current and complete. We may refuse registration, or suspend or terminate an Account, if we reasonably believe that the information provided is inaccurate, incomplete or misleading, or that the Account is being used in violation of these Terms or applicable law.

You are responsible for maintaining the confidentiality and security of your Account credentials, application programming interface keys and other authentication mechanisms, and for all activities that occur under your Account, whether or not authorized by you. You agree not to share your credentials in a manner that circumvents Plan limits or licensing terms, and to notify us promptly at hello@thegenios.com if you become aware of any unauthorized access to or use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

You are responsible for your Authorized Users and for their access to and use of the Services, and any act or omission of an Authorized User that would constitute a breach of these Terms if committed by you will be deemed a breach by you. You must ensure that all Authorized Users comply with these Terms and with any applicable Documentation and usage policies. You are responsible for provisioning, managing and de-provisioning Authorized User access, and for ensuring that access rights are removed promptly when an individual should no longer have access.

You are responsible for obtaining and maintaining any equipment, network connectivity, software and third-party services required for you and your Authorized Users to access the Services, and for the security and lawful operation of the same.

5. Enterprise Agreements and Order of Precedence

Where you and GeniOS have entered into an Enterprise Agreement that governs your use of the Services, that Enterprise Agreement, together with any applicable order form and DPA, sets out the negotiated terms for your organization. These Terms are intended to apply to all users of the Services, including on a self-service basis, and to provide a common baseline of rights and obligations.

In the event of any conflict or inconsistency between these Terms and the terms of an applicable Enterprise Agreement or DPA with respect to the customer that is party to that agreement, the Enterprise Agreement and DPA will govern and prevail, but only to the extent of the conflict and only in relation to that customer's use of the Services. In all other respects, these Terms continue to apply and are to be read together with the Enterprise Agreement and DPA as complementary documents.

As between the parties, and unless the applicable Enterprise Agreement expressly states otherwise, the order of precedence for the documents comprising your agreement with GeniOS is as follows, from highest to lowest: first, any executed order form or statement of work; second, the DPA; third, the MSA or other negotiated Enterprise Agreement; fourth, these Terms; and fifth, the Documentation and any policies incorporated by reference. This order of precedence applies solely to resolve a direct conflict between the specified documents.

For personal data contained in Customer Data, GeniOS acts as a processor on your documented instructions under the DPA, and for account, billing, marketing and Site analytics data, GeniOS acts as a controller, in each case as described in our Privacy Policy and, where applicable, the DPA. Nothing in these Terms limits or overrides the parties' respective rights and obligations under an applicable DPA in respect of the processing of personal data.

If no Enterprise Agreement is in place between you and GeniOS, these Terms, together with the Privacy Policy and any Plan-specific terms presented to you, constitute the complete agreement governing your access to and use of the Services.

6. Subscriptions, Plans, Credits, Fees, Billing, Taxes and Renewal

The Services are offered under one or more Plans, which may include our Early, Startup and Growth tiers. Each Plan carries a set of features, usage allowances and Credit entitlements, and consumption of the Services is measured in Credits as described for your Plan and in the Documentation. The specific Fees, billing frequency, Credit allowances and any overage rates applicable to your Plan are those presented to you at the time you subscribe or as set out in an applicable order form.

Unless stated otherwise, Fees are quoted and payable in the currency indicated at the point of purchase, and you authorize us, or our third-party payment processor, to charge the payment method you provide for all Fees due for your Plan, including recurring subscription Fees, Credit purchases and any applicable usage or overage charges. You agree to keep your payment and billing information accurate and current, and you authorize us to update payment method details where they are provided to us by your payment processor or card network.

Except where required by applicable law or expressly stated otherwise in these Terms or an applicable Enterprise Agreement, all Fees are non-refundable and are not subject to credit or set-off, and amounts paid or payable are not contingent on the delivery of any future feature or functionality. Credits are a unit of account for metering consumption, have no cash value, are not redeemable for money, and, unless we state otherwise for your Plan, unused Credits do not carry over between billing periods and expire at the end of the applicable period or on termination of your Plan.

Fees are stated exclusive of taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes, levies and duties imposed by any competent authority in connection with your purchase and use of the Services, other than taxes based on our net income. Where we are required to collect such taxes, they will be added to the amounts charged to you. If you are required by law to withhold any amount from a payment to us, you agree to gross up the payment so that we receive the full amount that we would have received in the absence of the withholding.

Subscriptions renew automatically. Unless your Plan states otherwise or you cancel before the end of the then-current term, each subscription term will automatically renew for a further period equal to the initial term, and we will charge the Fees applicable at the time of renewal to your payment method on file. You may cancel automatic renewal at any time through your Account settings or by contacting us at hello@thegenios.com, and cancellation will take effect at the end of the then-current billing period. Cancellation stops future renewals but does not entitle you to a refund of Fees already paid for the current period, except as required by applicable law.

We may change our Fees, Plan structures, Credit rates and allowances from time to time. For changes that increase the recurring Fees payable for your existing Plan, we will provide you with reasonable advance notice by email or through the Services, and any such change will take effect at the start of your next renewal term. If you do not agree to a change in Fees, your remedy is to cancel automatic renewal before the change takes effect and to discontinue use of the Services at the end of the then-current term. Your continued use of the Services after a Fee change takes effect constitutes acceptance of the revised Fees.

If any amount due is not paid when due, we may, in addition to any other remedies available to us, suspend or restrict your access to the Services, downgrade your Plan, or charge interest on overdue amounts at the lower of one and one-half percent per month or the maximum rate permitted by applicable law, together with reasonable costs of collection. Where an Enterprise Agreement specifies invoicing terms, payment periods or remedies for non-payment, those terms will govern for that customer.

7. Trials and Beta Features

From time to time we may offer access to the Services, or to particular features, on a free trial basis, including a trial that does not require you to provide a payment card. Trials are provided to allow you to evaluate the Services and are subject to the trial scope, duration and usage limits that we specify. We may modify, suspend or discontinue a trial, or convert it to a paid Plan on notice to you, at any time. If a trial converts to a paid Plan, the applicable Fees will apply from the date of conversion unless you cancel before that date.

We may also make available features, integrations, models or functionality that are identified as alpha, beta, preview, experimental, early access or by a similar designation ("Beta Features"). Beta Features are made available to allow evaluation and to gather feedback, are not generally available, and may be incomplete, may contain defects, and may not perform as intended.

Notwithstanding any other provision of these Terms, trials and Beta Features are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied or statutory, to the maximum extent permitted by applicable law. Any service levels, support commitments or availability targets that may apply to paid Plans do not apply to trials or Beta Features unless we expressly state otherwise in writing.

We may change, limit, suspend or discontinue any trial or Beta Feature, in whole or in part, at any time and without liability to you, and we are under no obligation to make any Beta Feature generally available. You should not rely on a trial or Beta Feature for production, business-critical or other important purposes, and you are responsible for any use you make of them and for maintaining appropriate backups and alternatives. If you provide us with feedback, suggestions or ideas regarding the Services or any Beta Feature, that feedback is governed by Section 11 (Feedback).

8. Acceptable Use

You agree to use the Services only for lawful purposes, in accordance with these Terms, the Documentation and any usage policies we make available, and only within the scope of the access and authorizations you hold. You are responsible for your and your Authorized Users' conduct in connection with the Services and for ensuring that all use of the Services complies with applicable laws, regulations and third-party rights.

Without limiting any other provision of these Terms, you agree that you will not, and will not permit any Authorized User or any third party to do any of the following in connection with the Services:

• use the Services in any manner that violates any applicable law or regulation, including laws relating to data protection, privacy, intellectual property, export control, sanctions, or anti-money-laundering;
• use the Services to infringe, misappropriate or violate the intellectual property, privacy, publicity, contractual or other rights of any person or entity, or to process data that you do not have a lawful basis or authority to process;
• connect a Connected Source, or grant the Services access to any system or data, without holding all rights, consents and authorizations necessary to do so, or otherwise cause the Services to access, read or process data beyond the scope you are authorized to permit;
• circumvent, disable, interfere with or attempt to defeat any security, authentication, rate-limiting, usage-metering or access-control feature of the Services, or probe, scan or test the vulnerability of the Services or any related system except pursuant to a program we expressly authorize in writing;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, model weights, architecture, or trade secrets of the Services, except to the limited extent that this restriction is prohibited by applicable law;
• access or use the Services, Outputs, or any related materials to develop, train, improve or benchmark a competing product, service, foundation model or machine-learning model, or to create a substitute for or derivative of the Services;
• scrape, crawl, harvest, index or use automated means to extract data from the Services in a manner not expressly permitted by the Documentation or by an available application programming interface, or exceed applicable rate limits or Credit allowances through automated or manual means;
• introduce, transmit or facilitate the transmission of any virus, worm, malware, ransomware, or other malicious or harmful code, or any material designed to disrupt, damage, disable or gain unauthorized access to any system, network or data;
• use the Services to generate, transmit or store content that is unlawful, defamatory, harassing, abusive, fraudulent, deceptive, obscene, or that promotes violence or unlawful discrimination, or to send unsolicited or unauthorized communications;
• misuse Outputs, including by presenting an Output as professional advice, by relying on an Output without appropriate human review where a decision has legal, financial, safety, employment or similarly significant effects, or by removing, obscuring or falsifying the reasoning, source or confidence information that accompanies an Output;
• impersonate any person or entity, misrepresent your affiliation with any person or entity, or provide false, misleading or fraudulent information to the Services or in connection with your Account;
• resell, sublicense, rent, lease, timeshare, or otherwise make the Services available to any third party except as expressly permitted under your Plan or an applicable Enterprise Agreement, or use the Services on behalf of, or for the benefit of, any party other than you and your Authorized Users without our prior written consent;
• use the Services in any way that imposes an unreasonable or disproportionately large load on our infrastructure, or that interferes with or disrupts the integrity, performance or availability of the Services or the data contained in them; or
• encourage, enable or assist any third party to engage in any of the foregoing.

9. Customer Data and Connected Sources

9.1 Scope. As used in these Terms, Customer Data comprises the data, content, records, memory layers, prompts, tool outputs and other materials that reside in your Connected Sources and that GeniOS accesses, reads or processes on your behalf in order to provide the Services. As between you and GeniOS, Customer Data does not include the software, models, analytics, aggregated statistics or other materials that GeniOS independently owns or generates in operating the Services.

9.2 Ownership. As between the parties, you retain all right, title and interest in and to Customer Data, including all intellectual property rights therein. GeniOS acquires no ownership interest in Customer Data by reason of these Terms or the provision of the Services, other than the limited license expressly granted below.

9.3 License to GeniOS. You grant GeniOS a limited, worldwide, non-exclusive, royalty-free license, for the term of your subscription, to access, read, host, copy, transmit, process and display Customer Data, and to create the reasoning records, decisions, recommendations and confidence indicators that the Services produce, in each case solely as necessary to provide, secure, maintain and support the Services for you and in accordance with your documented instructions. This license also permits GeniOS to process Customer Data as reasonably required to prevent or address technical, security or integrity problems and to comply with law.

9.4 Your representations and responsibilities. You represent and warrant that you have, and will maintain for the duration of your use of the Services, all rights, consents, permissions, authorizations and lawful bases necessary to connect each Connected Source, to make Customer Data available to GeniOS, and to have GeniOS access and process Customer Data as contemplated by these Terms, without violating any law, contract or third-party right. You are solely responsible for the accuracy, quality, legality and appropriateness of Customer Data, for the configuration and scope of each Connected Source, and for providing any notices and obtaining any authorizations required from data subjects, employees or other third parties whose data is contained in a Connected Source.

9.5 Read-only, scoped access. GeniOS accesses Connected Sources on a read-only and scoped basis. GeniOS does not write to, alter, delete or execute actions within a Connected Source through this access, and the scope of access is limited to what you authorize when configuring the connection. You may narrow, suspend or revoke access to any Connected Source at any time, and you acknowledge that doing so may limit or disable features of the Services that depend on that source.

9.6 Processing under the DPA. Where Customer Data includes personal data, GeniOS processes that personal data as a processor acting on your documented instructions, and such processing is governed by the DPA that forms part of the agreement between the parties. In the event of a conflict between these Terms and the DPA with respect to the processing of personal data contained in Customer Data, the DPA prevails.

9.7 No model training on Customer Data. GeniOS does not sell Customer Data, and GeniOS does not use Customer Data, prompts, or the content of Connected Sources to train, fine-tune or otherwise develop its own or any third party's foundation models or machine-learning models. GeniOS may generate and use aggregated or de-identified operational and usage information that does not identify you, any individual or any Connected Source, for the purpose of operating, securing, measuring and improving the Services, provided that such information cannot reasonably be used to re-identify you or reconstruct Customer Data.

10. Intellectual Property

10.1 Ownership of the Services. The Services, including the GeniOS platform, applications, application programming interfaces, software, source and object code, models, model weights and parameters, reasoning and orchestration logic, user interfaces, documentation, and all improvements, enhancements and derivatives of the foregoing (collectively, the "GeniOS Technology"), together with all intellectual property rights therein, are and remain the exclusive property of GeniOS and its licensors. Except for the limited rights expressly granted to you in these Terms, no right, title or interest in or to the GeniOS Technology is transferred to you.

10.2 Marks. "GeniOS", "GeniOS Intelligence", the associated logos, and other names, marks and trade dress used in connection with the Services are the trademarks or service marks of GeniOS or its licensors (the "Marks"). These Terms do not grant you any right to use the Marks, and you may not use them except with the prior written consent of GeniOS.

10.3 License to you. Subject to your compliance with these Terms and payment of applicable Fees, GeniOS grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license, during the term of your subscription, to access and use the Services, and to use the Outputs generated for you through the Services, solely for your internal business purposes and in accordance with the applicable Plan, the Documentation and these Terms.

10.4 Restrictions. You will not, and will not permit any user or third party to: (a) copy, modify, translate or create derivative works of the Services or the GeniOS Technology; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, model weights, architecture or underlying ideas of the Services, except to the extent this restriction is expressly prohibited by applicable law; (c) sell, resell, rent, lease, sublicense, distribute or otherwise make the Services available to any third party except as expressly permitted; (d) remove, obscure or alter any proprietary notices or Marks; (e) access or use the Services to build or benchmark a competing product or service, or to train, develop or improve any competing model or service; (f) circumvent or disable any usage limits, security or access controls, or exceed the scope of the license or the Credits allocated to your Plan; or (g) use the Services in violation of law or the acceptable use provisions of these Terms. All rights not expressly granted to you are reserved by GeniOS and its licensors.

11. Feedback

11.1 License to feedback. From time to time you or your users may provide suggestions, comments, ideas, improvement requests, evaluations or other feedback relating to the Services ("Feedback"). You grant GeniOS a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use, reproduce, modify, disclose and otherwise exploit the Feedback, and to incorporate it into the Services and any GeniOS products or services, without restriction and without any obligation of attribution, compensation or accounting to you.

11.2 Nature of feedback. Feedback is provided voluntarily and on a non-confidential basis. You are not obligated to provide Feedback, and GeniOS is not obligated to use it. You represent that you have the right to provide any Feedback you submit and that it does not include information that you are restricted from disclosing. GeniOS will not identify you as the source of Feedback in any public statement without your consent.

12. Third-Party Services and Integrations

12.1 Third-party services. The Services may interoperate with, link to, or allow you to connect, products, services, applications, models, data sources and platforms that are provided by third parties, including the Connected Sources you elect to link ("Third-Party Services"). Third-Party Services are provided by their respective providers and are governed by those providers' own terms of service, acceptable use policies and privacy notices. Your access to and use of any Third-Party Service is solely between you and the relevant provider.

12.2 No responsibility or endorsement. GeniOS does not control, and is not responsible or liable for, Third-Party Services, including their availability, accuracy, security, performance, content, or the acts or omissions of their providers. The presence of an integration or reference to a Third-Party Service does not constitute an endorsement by GeniOS. You are responsible for reviewing and complying with the terms applicable to each Third-Party Service and for maintaining any accounts, credentials, licenses and authorizations required to use them.

12.3 Changes to integrations. A provider of a Third-Party Service may modify, suspend or discontinue that service, or change the terms on which it is made available, at any time and without notice to GeniOS. If a Third-Party Service ceases to be available or a provider changes the way it interoperates with the Services, GeniOS may suspend or discontinue the corresponding integration without liability to you. GeniOS does not warrant the continued availability of any integration and disclaims responsibility for any loss arising from your reliance on a Third-Party Service.

13. Confidentiality

13.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing or by access to systems, that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, the GeniOS Technology, non-public features and reasoning records of the Services, product roadmaps, security practices, pricing and the terms of the agreement between the parties.

13.2 Obligations. The Receiving Party will: (a) use the Confidential Information solely to exercise its rights and perform its obligations under these Terms; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, and in no event less than a reasonable degree of care; and (c) not disclose the Confidential Information to any third party except to its employees, affiliates, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this section. The Receiving Party is responsible for any breach of this section by such recipients.

13.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

13.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation or valid legal process, provided that, unless legally prohibited, it gives the Disclosing Party reasonable prior notice of the required disclosure and reasonable cooperation, at the Disclosing Party's expense, so that the Disclosing Party may seek a protective order or other appropriate remedy. Any Confidential Information so disclosed remains subject to this section for all other purposes.

13.5 Survival and Customer Data. The obligations in this section continue for the term of the agreement and, with respect to any trade secret, for so long as it remains a trade secret under applicable law, and with respect to other Confidential Information, for three years after disclosure. To the extent Confidential Information constitutes personal data within Customer Data, the DPA governs its handling in addition to this section.

14. AI-Specific Terms

14.1 Nature of Outputs. The Services use automated reasoning and machine-learning systems to generate Outputs. Outputs are probabilistic in nature and are generated from the Customer Data and context available to the Services at the time. They may be incomplete, inaccurate, out of date, or not suited to your particular circumstances, and identical or similar inputs may not always produce identical Outputs.

14.2 Decision support, not advice. Outputs are provided for decision-support purposes only. They do not constitute, and must not be relied upon as, professional advice of any kind, including legal, financial, tax, accounting, investment, medical, safety or other regulated or professional advice. GeniOS is not acting as your fiduciary, adviser or agent in providing Outputs.

14.3 Human oversight. You agree to maintain meaningful human review of Outputs and not to rely on Outputs as the sole basis for any decision that has legal, financial, safety, employment or other significant effects on you or any individual. You are responsible for applying appropriate judgment, verifying material facts against authoritative sources, and configuring the scope, controls and oversight appropriate to your use case. The auditable record of reasoning, sources and confidence that accompanies an Output is provided to support such review and does not warrant that the Output is correct.

14.4 Customer responsibility. You are solely responsible for the decisions you make and the actions you or your agents and systems take based on or informed by Outputs, and for the consequences of those decisions and actions. You will not use the Services or Outputs for any purpose that is prohibited by these Terms or by applicable law, and you are responsible for ensuring that your use of Outputs complies with all laws and regulations applicable to you, including those governing automated decision-making, consumer protection and the regulated activities in which you engage.

15. Privacy

15.1 Privacy Policy. GeniOS's collection and use of personal data for which it acts as a controller, including account, billing, marketing and Site analytics data, is described in the GeniOS Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge the Privacy Policy and, where you act on behalf of an organization, you confirm that you are authorized to do so.

15.2 Data Processing Addendum. To the extent GeniOS processes personal data contained in Customer Data on your behalf, it does so as a processor under the DPA, which is incorporated into these Terms by reference and which sets out the parties' respective obligations, the scope and purpose of processing, security measures, the use of subprocessors and the mechanisms for international data transfers, including standard contractual clauses and the applicable United Kingdom transfer mechanism where relevant.

15.3 Order of precedence. In the event of a conflict between these Terms and the DPA regarding the processing of personal data within Customer Data, the DPA prevails. In the event of a conflict between these public documents and a Master Services Agreement or order form executed between you and GeniOS, that agreement prevails for that customer. For any privacy or data-protection matter, you may contact GeniOS at hello@thegenios.com.

16. Warranties and Disclaimers

16.1 As is and as available. To the maximum extent permitted by applicable law, the Services, including all Outputs, software, models, integrations and documentation, are provided "AS IS" and "AS AVAILABLE", with all faults and without warranties of any kind. Your use of the Services and your reliance on any Output is at your own risk.

16.2 Disclaimer of implied warranties. To the maximum extent permitted by applicable law, GeniOS and its licensors and suppliers disclaim all warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy and non-infringement, and any warranties arising from course of dealing, usage or trade practice.

16.3 No warranty as to results or availability. GeniOS does not warrant that the Services or Outputs will be accurate, complete, reliable, current or error-free, that Outputs will meet your requirements or achieve any intended result, that the Services will be uninterrupted, secure or free of harmful components, or that defects will be corrected. GeniOS does not warrant the results that may be obtained from the use of the Services and does not warrant any Third-Party Service or Connected Source. No advice or information, whether oral or written, obtained from GeniOS or through the Services creates any warranty not expressly stated in these Terms.

16.4 Limitations of scope. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of statutory rights of consumers, so some of the exclusions in this section may not apply to you to the extent prohibited by applicable law. In that case, such warranties are limited to the minimum scope and duration required by that law, and this section applies to the fullest extent permitted. Nothing in these Terms excludes or limits any warranty or liability that may not be excluded or limited under applicable law.

17. Limitation of Liability

The allocation of risk in this Section reflects the fees agreed between the parties and forms an essential basis of the bargain between you and GeniOS. The limitations and exclusions set out below apply to the maximum extent permitted by applicable law and apply regardless of the theory of liability, whether based in contract, tort (including negligence), strict liability, breach of statutory duty or otherwise, and even if a party has been advised of the possibility of the relevant loss or damage and even if a limited remedy is found to have failed of its essential purpose.

To the maximum extent permitted by applicable law, neither party, nor its affiliates, licensors or suppliers, will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, anticipated savings, goodwill, business opportunity, or business interruption, or for any loss, corruption or inaccuracy of data, in each case arising out of or relating to these Terms or the Services, whether or not such losses were foreseeable and whether or not a party was advised of their possibility.

To the maximum extent permitted by applicable law, the total aggregate liability of each party arising out of or relating to these Terms and the Services, taken together across all claims, will not exceed the total amount of fees actually paid or payable by you to GeniOS for the Services giving rise to the liability during the twelve (12) month period immediately preceding the event first giving rise to the claim. Where the Services are provided during a free trial or otherwise without charge, the aggregate liability of GeniOS for the corresponding period will not exceed one hundred United States dollars (USD 100) or its equivalent. The existence of more than one claim will not enlarge this limit.

Because the exclusions and limitations in this Section may not apply in full in certain jurisdictions, nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for a party's obligations of indemnification under Section 18, for your obligation to pay fees due for the Services, or for any other liability that cannot be excluded or limited under applicable law. Where liability cannot lawfully be excluded but may be limited, such liability is limited to the greatest extent permitted by applicable law. Any statutory rights that you have as a consumer that cannot be waived remain unaffected.

• Indirect, incidental, special, consequential, exemplary or punitive damages are excluded to the maximum extent permitted by law.
• Lost profits, revenue, anticipated savings, goodwill and lost or corrupted data are excluded to the maximum extent permitted by law.
• Aggregate liability is capped at the fees paid or payable for the Services in the twelve (12) months before the claim arose.
• Carve-outs apply for liabilities that cannot lawfully be excluded, including death or personal injury caused by negligence, fraud, and the parties' indemnification obligations.

18. Indemnification

You agree to defend, indemnify and hold harmless GeniOS, its affiliates, and their respective officers, directors, employees, agents, licensors and suppliers (each an "Indemnified Party") from and against any and all third party claims, demands, actions, investigations and proceedings, and any resulting losses, damages, liabilities, penalties, fines, settlements, costs and expenses (including reasonable legal fees and disbursements) that arise out of or relate to: (a) Customer Data, including the data, content, records, prompts and other materials that you or your Authorized Users make available to the Services or that reside in your Connected Sources; (b) your Connected Sources, including your rights to connect them and the instructions you configure for them; (c) your use of the Services, including any decisions, recommendations or Outputs that you or your agents act upon; (d) your breach or alleged breach of these Terms or of any applicable law, regulation or third party right; and (e) any dispute between you and any of your users, customers or personnel relating to the Services.

As between the parties, you are responsible for ensuring that your provision of Customer Data and connection of Connected Sources to the Services, and our processing of them on your documented instructions, comply with all laws applicable to you, including data protection and confidentiality obligations, and that you have obtained all necessary rights, consents and legal bases. The read-only and scoped nature of our access does not relieve you of these responsibilities.

The Indemnified Party will: (i) give you prompt written notice of the claim, provided that a failure to give prompt notice will relieve you of your obligations only to the extent you are actually and materially prejudiced by the delay; (ii) grant you sole control of the defense and settlement of the claim, except that you may not settle any claim in a manner that imposes any non-monetary obligation, admission of fault or liability on an Indemnified Party without its prior written consent, such consent not to be unreasonably withheld; and (iii) provide reasonable cooperation at your expense. The Indemnified Party may participate in the defense with counsel of its own choosing at its own cost.

19. Term, Suspension and Termination

These Terms take effect when you first access or use the Services or accept them, whichever is earlier, and continue for as long as you have an active subscription, order form or account, or otherwise use the Services. The duration and renewal of each paid subscription follow the plan you select at the point of purchase, including any applicable Early, Startup or Growth tier, the associated credit allowance, and any free trial period. Unless the applicable order form or plan states otherwise, subscriptions renew automatically for successive periods of the same length at the then-current fees until either party cancels in accordance with these Terms or the applicable plan, and cancellation takes effect at the end of the current billing period.

We may suspend or restrict your access to all or part of the Services, in whole or in part, with or without advance notice where advance notice is not reasonably practicable, if: (a) you are in material breach of these Terms and, where the breach is capable of cure, you have not cured it within a reasonable period after notice; (b) your use poses a security risk to the Services or to any third party, may adversely affect the Services or the systems or data of others, or may subject us or any third party to liability; (c) any amount payable by you is overdue; or (d) suspension is required to comply with applicable law or a lawful request of a governmental authority. We will use commercially reasonable efforts to limit any suspension to the affected portion of the Services and to restore access promptly once the underlying cause is resolved.

Either party may terminate these Terms or any subscription for material breach by the other party that remains uncured for thirty (30) days after written notice describing the breach in reasonable detail. Either party may terminate immediately on written notice if the other party ceases business operations, becomes insolvent, or becomes the subject of an insolvency, bankruptcy, receivership or similar proceeding that is not dismissed within sixty (60) days. We may terminate or decline to renew a free trial or a plan offered without charge at any time.

Upon expiration or termination for any reason: (a) all rights and licenses granted to you under these Terms end and you must cease using the Services; (b) any fees accrued or payable before the effective date of termination become immediately due, and, except where termination is by you for our uncured material breach, fees already paid are non-refundable to the maximum extent permitted by applicable law; and (c) our right to access your Connected Sources ends. For a period of thirty (30) days following termination, and subject to the terms of the DPA, we will make Customer Data available for export by you in a commonly used format, after which, and unless retention is required by applicable law, we will delete or de-identify Customer Data in our control in accordance with the DPA and our standard deletion practices. Any provision that by its nature should survive termination will survive, including Sections 17 (Limitation of Liability), 18 (Indemnification), 21 (Governing Law and Dispute Resolution), 22 (General) and this final paragraph of Section 19, together with any accrued payment obligations and confidentiality obligations.

20. Modifications to the Services and to These Terms

We are continually improving the Services and may add, change, discontinue or impose limits on features, functionality, integrations or Connected Source compatibility at any time. We will not make changes that materially reduce the core functionality of a paid subscription during its then-current term without providing you with a reasonably comparable alternative or, where we are unable to do so, a pro rata refund of prepaid fees for the affected and unused portion of the term. We may deprecate application programming interface versions and features on reasonable prior notice in the ordinary course.

We may amend these Terms from time to time to reflect changes in the Services, in our business, or in legal, regulatory or security requirements. If we make a material change, we will provide reasonable prior notice by a method we consider appropriate, which may include posting the updated Terms on the Site, sending notice to the administrative contact associated with your account, or presenting an in-product notice, and we will update the "last updated" date. Non-material changes take effect when posted.

Unless the notice states a later date, changes become effective on the date indicated in the notice, and your continued access to or use of the Services after that date constitutes your acceptance of the amended Terms. If you do not agree to a change, your remedy is to stop using the Services and, where applicable, to cancel your subscription before the change takes effect, in which case the prior version of these Terms will govern until the end of your then-current billing period. Where you are an enterprise customer, the Master Services Agreement or order form and the DPA govern how changes apply to you and prevail over this Section to the extent of any conflict.

21. Governing Law and Dispute Resolution

These Terms, and any dispute, claim or controversy arising out of or relating to them, the Services or the relationship between the parties, whether based in contract, tort, statute or otherwise (a "Dispute"), are governed by and construed in accordance with the laws of the jurisdiction in which GeniOS Intelligence is established, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the arbitration provisions below, the parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction for any matter that is not subject to arbitration.

Before initiating any formal proceeding, the parties will first attempt in good faith to resolve any Dispute informally. The party raising the Dispute will send a written notice to hello@thegenios.com describing the Dispute, the relevant facts and the relief sought, and the parties will confer in good faith for a period of at least thirty (30) days. Many concerns can be resolved quickly and to the parties' mutual satisfaction in this way. This informal resolution process is a precondition to commencing arbitration.

If the Dispute is not resolved within that period, and to the maximum extent permitted by applicable law, the Dispute will be finally resolved by binding arbitration administered by a recognized and neutral arbitration institution under its rules then in effect, before a single arbitrator, conducted in the English language, and seated in the jurisdiction in which GeniOS Intelligence is established. The arbitrator has exclusive authority to resolve any Dispute, including any question concerning the interpretation, scope, enforceability or formation of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction.

To the maximum extent permitted by applicable law, all Disputes must be brought in each party's individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding. Each party waives any right to a trial by jury and any right to participate in a class or representative action. If this class-action or representative-action waiver is found to be unenforceable as to a particular claim, that claim, and only that claim, will be severed and adjudicated in the competent courts identified above, while the remaining claims proceed in arbitration.

Notwithstanding the foregoing, either party may: (a) bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies and remains in that forum; and (b) seek interim, provisional or injunctive relief in any court of competent jurisdiction to prevent or restrain the actual or threatened infringement, misappropriation or violation of its intellectual property, confidential information or data security, without first proceeding through informal resolution or arbitration and without such application constituting a waiver of the arbitration provisions. Nothing in this Section deprives you of the protection of any mandatory consumer arbitration or dispute resolution rights available to you under the law of your place of residence.

22. General

Entire agreement. These Terms, together with any policies, order forms, plan descriptions and, for enterprise customers, the Master Services Agreement and the DPA referenced in them, constitute the entire agreement between you and GeniOS regarding the Services and supersede all prior or contemporaneous understandings, proposals and communications, whether oral or written, on the subject. For enterprise customers, the Master Services Agreement, order form and DPA prevail over these public Terms to the extent of any conflict for that customer. In the event of a conflict among the remaining documents, they take precedence in the following order unless expressly stated otherwise: the applicable order form, the DPA, and then these Terms.

Assignment. You may not assign, transfer or delegate these Terms or any of your rights or obligations under them, in whole or in part, whether by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this provision is void. We may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets to which these Terms relate. Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

Severability and waiver. If any provision of these Terms is held invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. A party's failure or delay in exercising any right, power or remedy under these Terms does not operate as a waiver of it, and no single or partial exercise of any right precludes any further exercise. Any waiver must be in writing and signed by the waiving party to be effective.

Force majeure. Neither party will be liable for any failure or delay in performance, other than an obligation to pay amounts due, to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, failures or interruptions of the internet, telecommunications or hosting infrastructure, or failures of third party suppliers or Connected Sources. The affected party will use commercially reasonable efforts to mitigate the effect of the event and to resume performance as soon as reasonably practicable.

Notices. Except where these Terms specify another method, legal notices to GeniOS must be sent to hello@thegenios.com and are deemed given when sent, provided no error or non-delivery message is received. We may provide notices to you by email to the address associated with your account, by posting to the Site, or through an in-product notification, and such notices are deemed given when sent or posted. It is your responsibility to keep your account contact information current.

Export controls and sanctions. Each party will comply with all applicable export control, economic sanctions and trade compliance laws and regulations. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, that you are not identified on any applicable list of restricted or prohibited parties, and that you will not access, use, export, re-export or make the Services available in violation of such laws. You will not use the Services for any end use prohibited by applicable export control laws.

U.S. government end users. The Services and any related software and documentation are "commercial" items, consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in applicable United States federal acquisition regulations. Any use, duplication, reproduction, release, modification, disclosure or transfer of the Services by or on behalf of the United States government is governed solely by these Terms, and all other use is prohibited. Government end users acquire only those rights set out in these Terms that are customarily provided to the public.

Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between them, and neither party has authority to bind the other or to incur obligations on the other's behalf. There are no third party beneficiaries to these Terms except for the Indemnified Parties identified in Section 18, who may enforce the provisions that benefit them.

Survival and interpretation. Any provision that by its nature is intended to survive expiration or termination will survive, as described in Section 19. Section headings are for convenience only and do not affect interpretation. The words "including" and "include" mean "including without limitation", and references to "days" mean calendar days unless otherwise stated. These Terms may be executed or accepted electronically, and electronic acceptance has the same legal effect as a handwritten signature.

23. Contact Us

GeniOS welcomes your questions, notices and requests regarding these Terms, the Services or your account. For all legal, contractual, privacy and data protection matters, including notices under Section 22, informal dispute resolution requests under Section 21, and questions about your subscription, credits, trials or renewals, please contact us at hello@thegenios.com.

The entity responsible for the Services is GeniOS Intelligence, which operates the Site at thegenios.com. We aim to acknowledge legal and data protection enquiries promptly and to respond within the timeframes required by applicable law. Where a request concerns Customer Data that we process on behalf of an enterprise customer, we may direct the request to the relevant customer as the controller and assist that customer in accordance with the DPA.