Each Customer account gives access to the services and functionalities established by Genematics from time to time and in its sole discretion, Genematics maintains different types of accounts for different Customers. If you open a Genematics account on behalf of a company, organization, or other entity, then (a) “Customer” includes you and that entity, and (b) you represent and warrant that you are an authorized of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
“Genematics Data” means all data generated by the Genematics Software, including without limitation, service and usage data.
“Genematics Software” means the software applications operated on hosting servers of Genematics or those of its hosting service providers intended to enable Customer to interact with the same product via the internet or on the Website. Without limiting the foregoing, the Genematics Software shall include the Genematics Content and the Website.
“Confidential Information” means any information disclosed by either party pursuant to this Agreement that is (a) is in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, or (b) in the case of oral or visual disclosure is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the receiving party within a reasonable time not to exceed sixty days.
“Customer Data” means any data, other content or information provided to Genematics via the Genematics Software.
“Services” means the professional services the parties have mutually agreed during the signup process that Genematics will provide during the Term (if any).
“Website” means the website located at https://genematics.com and all subdomains and subpages.
Responsibilities of Genematics.
Genematics will host and maintain the Genematics Software on servers operated and maintained by or at the direction of Genematics. Genematics may in its sole discretion modify, enhance or otherwise change the Genematics Software. Genematics may delegate the performance of certain portions of the Genematics Software to third parties, including but limited to Genematics’s wholly owned subsidiaries.
Genematics will host and maintain the interface, and provide Customer access to the interface pursuant to a password protected user account. Genematics reserves the right to periodically change issued passwords. Genematics will provide prompt notice to Customer of any such password changes.
Responsibilities of the Customer.
Customer will be responsible for obtaining and maintaining at its expense all the necessary computer hardware, software, modems, connections to the internet and other items required for Customer’s access and use of the Genematics Software, Website, and interface.
During the Term of Use, Customer shall use its reasonable efforts to cooperate with Genematics and/or its affiliates in developing and sharing any testimonials, case studies, marketing materials and measurement criteria for the purpose of substantiating the value, benefits, and cost savings derived from the use of Genematics Software.
Customer Data Usage.
Genematics may use Customer Data for the purposes of: (a) providing information for the Genematics Software and related services; (b) modifying and improving the Genematics Software; (c) enforcing its rights under this Agreement; and (d) marketing activities performed by Genematics.
Reservation of Rights.
Genematics reserves all rights to the Genematics Software or Genematics Data (or any portion thereof) not otherwise expressly granted in the Agreement.
Each party represents and warrants that: (a) the party is a corporation duly organized, validly existing, and in good standing under the laws of the country of its incorporation, and has the full power and authority to enter into and perform its obligations under this Agreement; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any other agreement to which such party is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and (d) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter of this Agreement that are not expressly provided for in this Agreement.
Each party shall indemnify, defend, and hold the other party and/or its affiliates, and their officers, members, directors and employees assigns harmless from and against all liabilities (including liabilities arising out of the application of the doctrine of strict liability), obligations, losses, damages, penalties, fines, claims, penalties, actions, suits, judgments, costs, expenses, and disbursements arising from: (a) with respect to Genematics, a claim that the Genematics Software infringes or otherwise violates any federal rights including but not limited to intellectual property, privacy, or other proprietary rights; or (b) with respect to the Customer, a claim that the Customer Data infringes or otherwise violates any federal rights, including but not limited to intellectual property, privacy, or other proprietary rights.
Version: 1a – Date: 6 december 2017