Last Updated: April 20, 2023

These General Terms of Service (these "Terms of Service") are between Genuin, Inc. ("Genuin," "we," "us," and "our") and anyone, whether on behalf of themselves or another entity ("you" or "your") and govern your registration and/or use of our application, product and the software made available there (our "App") as well as any other websites, subdomains, or services owned or controlled by Genuin (collectively, the "Services"). By using the App, you agree to follow and be bound by these Terms of Service, as well as the Privacy Policy and any other policies referenced herein.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND GENUIN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

1. Introduction

   1. These Terms of Service constitute a legal agreement and create a binding contract between you and Genuin. They will start on the earlier of the date you accept them or begin using the Services and will continue until you stop using the Services unless ended earlier as described in the Terms of Service. If you fail to comply with the Terms of Service, or a User Agreement (defined below) we may suspend or terminate Your Account (defined under Section II) as further described under Section XI.
   2. Your use of the Services is governed by additional agreements and terms, including our community guidelines our Privacy Policy and any third-party terms and conditions (each, a "User Agreement"). Therefore, ALL OTHER AGREEMENTS ENTERED INTO SEPARATELY BETWEEN YOU AND GENUIN ARE DEEMED SUPPLEMENTARY TERMS THAT ARE AN INTEGRAL PART OF THE TERMS OF SERVICE AND SHALL HAVE THE SAME LEGAL EFFECT. YOUR USE OF THE SERVICES IS DEEMED YOUR ACCEPTANCE OF THE ABOVE SUPPLEMENTARY TERMS.
   3. In the event of a conflict between a User Agreement and these Terms of Service, the User Agreement shall control.
   4. We may modify these Terms of Service or any additional terms that apply to the App or the Services. For example, to reflect changes to the law or changes to the App. You should look at these Terms of Service regularly and your continued use of the App will constitute your acceptance of any revisions to these Terms of Service. We will post notice of modified additional terms in the applicable service. If you do not agree to the modified terms for the App or the Services we offer, you should discontinue your use of the App and/or the Services.

2. Your Account

   1. In order to use the App, you must set up an account as a user ("Your Account"), subject to these Terms of Service and any other applicable agreement with us.
   2. In creating Your Account, you will be asked for your phone number. Your phone number will not be used for any marketing messages. Your email, password, and phone number, whichever are applicable, are referred to collectively as "Login Credentials".
   3. You agree that you are responsible for all activities that occur under your Login Credentials.
   4. You are responsible for maintaining the confidentiality of your Login Credentials.
   5. By registering to use Your Account, you represent and warrant that:
      1. As an individual, you are at least 13;
      2. As an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms of Service;
      3. You have not been previously suspended or removed from using the App or the Services;
      4. If you act as an employee or agent of a legal entity, and enter into these Terms of Service on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity and to access and use the App and the Services on behalf of such legal entity;
      5. You are not a sex offender;
      6. Your use of the App and the Services will not violate any and all laws and regulations applicable to you or the legal entity on whose behalf you are acting; and;
      7. You will not use the Services to (each a, "Prohibited Use"):
         1. Impersonate others;
         2. Do anything unlawful or fraudulent or for an illegal purpose;
         3. Violate the Terms of Service;
         4. Do anything to interfere with or impair the intended operation of the Services;
         5. Attempt to create accounts or access or collect information in unauthorized ways, including, but not limited to creating accounts or collecting information in an automated way without our express permission;
         6. Sell, license, or purchase any account or data obtained from us or the Services;
         7. Send, use or upload any scripts, viruses or malicious code;
         8. Post someone else's private or confidential information without permission or do anything that violates someone else's rights, including intellectual property rights (e.g., copyright infringement, trademark infringement, counterfeit, or pirated goods). You may use someone else's works under exceptions or limitations to copyright and related rights under applicable law. You represent you own or have obtained all necessary rights to the content you post or share;
         9. Attempt to decode, modify, circumvent, re-identify, de-anonymize, unscramble, unencrypt, or reverse hash, or reverse-engineer translate, or create derivative works of, any part of the Services, including the App or their components; or
         10. Use the App to discriminate or encourage discrimination against people based on personal attributes including race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, medical or genetic condition, or any other categories prohibited by applicable law or regulation.
   6. We reserve the right to change Your Account username or similar identifier for Your Account if we believe it is appropriate or necessary (for example, if it infringes someone's intellectual property or impersonates another user).

3. Messaging

   1. By signing up for the Service, accepting these Terms of Service, and by providing a mobile phone number you consent that we may contact you by text messaging ("SMS") (including by an automatic telephone dialing system) at the mobile phone number you associate with Your Account.
   2. As always, message and data rates may apply for any messages sent to you from us and to us from you. By providing your consent to the SMS service, you approve any such rates and charges from your mobile provider and agree that Genuin is not responsible for such rates and charges. If you have any questions about your text or data plan, please contact your mobile provider.
   3. To the maximum extent permitted by applicable law, you hereby agree that Genuin shall not be liable for any direct, indirect, consequential, special, incidental, punitive or any other damages, even if we have been advised of the possibility of such damage or loss, arising or resulting from or in any way relating to your use of the SMS service. Furthermore, Genuin shall not be liable for the acts or omissions of third parties, including but not limited to delays in the transmission of messages.

4. Sharing Personal Information

   1. We do not share your information unless required to do so by law and/or unless we have your express consent to do so or have another legal basis for sharing such information, e.g., to complete a transaction requested by you, or to prevent fraud. If we share your information with any third party we will do so in accordance with our Privacy Policy.
   2. We may contact any other financial institution, law enforcement or affected third parties (including other users) and share details of any transactions you are associated with if we believe doing so may prevent financial loss or a violation of law. Additional information is available in our Privacy Policy.
   3. You must agree to the Privacy Policy to use the Services.

5. Licenses

   1. Our License to You
      1. Subject to your compliance with the Terms of Service and all other User Agreements, we grant you a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Services solely to access and use the App, but only to the extent as permitted herein (the "Genuin License"). You agree you have no other rights beyond the Genuin License. You agree you will not copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any content or other part of the App for any purpose. You also agree that you will not frame or display any part of the App without our prior written permission and that you will not use our trademarks without our permission.
   2. Your License to Us
      1. You grant Genuin a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to: host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of any information, data, and other content made available by you or on your behalf in connection with the Services (collectively, "Your Content") for any business purpose in connection with operating, providing, or improving the Services. This license remains in effect even if you stop using the App. Without limitation, your license to us includes: the right to incorporate Your Content into other parts of the Services, the right to attribute the source of Your Content using your name, trademarks, or logos; the right to use Your Content for promotional purposes, and the right to analyze Your Content (including to make sure you're complying with these Terms and all other applicable terms and policies).
      2. If you owned Your Content before providing it to us, you will continue owning it after providing it to us, subject to any rights granted in these Terms or any other applicable terms or policies and any access you provide to others by sharing it via Platform.
      3. You agree that we can download and install updates to the Service on your device.

6. Deletions and Cancelations

   1. Deleting Your Content
      1. You can delete Your Content that you share, post, and upload at any time. When you request to delete Your Content or Your Account, the deletion process may take up to 90 days to delete. While the deletion process for Your Content is being undertaken, Your Content is no longer visible to other users, but remains subject to these Terms of Service and our Privacy Policy. After Your Content is deleted, it may take us up to another 90 days to remove it from backups and disaster recovery systems.
      2. All content posted to Your Account will be deleted if you delete Your Account. Your Account deletion does not automatically delete content that you create collectively with other users which may continue to be visible to other users.
      3. Your Content will not be deleted in the following situations:
         1. Where Your Content has been used by others in accordance with the Genuin License and they have not deleted it (in which case the Genuin License will continue to apply until that content is deleted);
         2. Where deletion is not possible due to technical limitations of our systems, in which case, we will complete the deletion as soon as technically feasible; or
         3. Where immediate deletion would restrict our ability to:
            1. Investigate or identify illegal activity or violations of the Terms of Service (for example, to identify or investigate misuse of our products or systems);
            2. Protect the safety, integrity, and security of the Services, our employees, and users, and to defend ourselves;
            3. Comply with legal obligations for the preservation of evidence and to comply with any record keeping obligations required by law; or
            4. Comply with a request of a judicial or administrative authority, law enforcement or a government agency;
      4. In which case, the content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis).
      5. In each of the above cases, the Genuin License will continue until Your Content has been fully deleted.
   2. Canceling Your Account
      1. To permanently delete Your Account, go to your profile and click the "settings" button found under your username. From there, click "account" and then "delete account" found at the bottom of the page.

7. Termination or Suspension by Genuin

   1. In some cases we may terminate, suspend or otherwise restrict Your Account and use of the App if we suspect Your Account is connected to suspected violation of these Terms of Service or any applicable agreements or policies, you engage in a Prohibited Use, where required by applicable law, or to otherwise prevent potential loss. Your use of the App is a privilege, and not a right, and we reserve our right to terminate, suspend or restrict your access to the App, as well as take other actions described in these Terms of Service, the Privacy Policy, or any applicable laws and regulations, at any time to protect you, other users and/or us as we deem necessary. You agree that Genuin shall not be liable to you for any permanent or temporary modification of Your Account, or suspension or termination of your access to all or any portion of the Services. Genuin shall reserve the right to keep and use the transaction data or other information related to such accounts. The above account controls may also be applied in the following cases:
      1. Your Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
      2. We detect unusual activities in Your Account;
      3. We detect unauthorized access to Your Account; or
      4. We are required to do so by a court order or command by a regulatory/government authority.
   2. In case of any of the following events, Genuin shall have the right to directly terminate your access to the App and the Services by cancelling Your Account:
      1. after Genuin terminates the Services to you;
      2. when these Terms of Service are amended, you state your unwillingness to accept the amended Terms of Service by applying for cancellation of Your Account or by other means;
      3. you request that the Services be terminated; and
      4. any other circumstances where Genuin deems it should terminate the Services.

8. Indemnification; Rights and Remedies

   1. You agree to indemnify and hold harmless Genuin, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys' fees, fines or penalties imposed by any regulatory authority) arising out of or related to:
      1. Your use of, or conduct in connection with the Services;
      2. Your breach of or our enforcement of these Terms of Service; or
      3. Your violation of any applicable law, regulation, or rights of any third party, including but not limited to infringement of someone's intellectual property, during your use of the Services.
   2. In the event you are obligated to indemnify Genuin, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms of Service, Genuin will have the right, in its sole discretion, to control any action or proceeding and to determine whether Genuin wishes to settle, and if so, on what terms.
   3. You are responsible for all claims, fees, fines, penalties and other liability incurred by Genuin or a third party caused by or arising out of your breach of these Terms of Service or any other User Agreement, and/or your use of the App. You agree to reimburse Genuin or a third party for any and all such liability and any fees and expenses incurred in the event that Genuin must undertake collection efforts to enforce its rights hereunder.
   4. If you engage in a Prohibited Use or otherwise violate these Terms of Service or any other User Agreement, including but not limited to chargeback abuse, fraud, money laundering, sale of your Login Credentials, etc., it may be difficult or impractical to calculate our actual damages. You acknowledge and agree that USD $10,000 per violation is a reasonable minimum estimate of Genuin's actual damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Genuin that reasonably could be anticipated, and that Genuin may recover from you and/or directly from Your Account the greater of such amount or the actual damages incurred.

9. Disclaimer

   1. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM, AND YOU WAIVE, ANY AND ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE APP, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF THE APP MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTIES AS TO THE QUALITY, SUITABILITY, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE APP OR ANY MATERIALS CONTAINED THEREIN.
   2. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AND OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
   3. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
   4. NEITHER WE NOR OUR AFFILIATES, SERVICE PROVIDERS, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY, AND THAT OF OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED USD $100.00. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED.

10. Disputes

    1. Notice of Claim
       1. Please contact Genuin first! Genuin wants to address your concerns without resorting to formal legal proceedings, if possible. Genuin will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
       2. In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Genuin, then you agree to set forth the basis of such claim in writing in a "Notice of Claim," as a form of prior notice to Genuin. The Notice of Claim must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) include your Genuin account phone number. The Notice of Claim should be submitted to contact@begenuin.com. After you have provided the Notice of Claim to Genuin, the dispute referenced in the Notice of Claim may be submitted by either Genuin or you to arbitration in accordance with Subsection (b) of this Section, below. For the avoidance of doubt, the submission of a dispute to Genuin for resolution internally and the delivery of a Notice of Claim to Genuin are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or Genuin shall not be disclosed to the arbitrator.
    2. Agreement to Arbitrate
       1. You and Genuin agree that, subject to Subsection (a) above, any dispute, claim, or controversy between you and Genuin arising in connection with or relating in any way to these Terms of Service or to your relationship with Genuin as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms of Service) will be determined by mandatory final and binding individual (not class) arbitration. You and Genuin further agree that the arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect The arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the agreement to arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favor of anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive termination of these Terms of Service.
    3. Class Action Waiver
       1. You and Genuin agree that any claims relating to these Terms of Service or to your relationship with Genuin as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms of Service) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Genuin further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Genuin.

11. Other Matters

    1. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Service shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations.
    2. Unless otherwise agreed in writing, these Terms of Service, any other agreements and policies (including any applicable User Agreement) sets forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of the Terms of Service), and of every nature between and among you and us.
    3. The Terms of Service, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without notice or restriction, including without limitation to any of our affiliates, parents or subsidiaries, or to any successor in interest. Any attempted transfer or assignment in violation hereof shall be null and void except that, subject to the limits herein, our agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
    4. If any provision of these Terms of Service is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision.
    5. Except as otherwise expressly provided in these Terms of Service, there are no third-party beneficiaries to these Terms of Service.
    6. Provisions herein related to cancellation, general use of the App, disputes, your liability, indemnity and general provisions shall survive any termination of these Terms of Service.
    7. Any translation or summary of the App, these Terms of Service and/or policies is provided solely as a convenience and is not intended to modify the App, these Terms of Service, and/or any policies. You agree that the English version of the App, these Terms of Service and/or policies will control in the event of any conflict between the English versions of the App, these Terms of Service and/or policies and any translated versions of the same.
    8. You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern these Terms of Service and any claim or dispute between you and us except to the extent governed by U.S. federal law.