AIO - Terms Of Service

Agreed Terms for use of Gen3 Data's - AIO platform

Background

(A) Gen3 data AIO has developed software applications and platforms which it makes available to subscribers via the Website on a monthly payment basis for the purpose of data review, sales acquisition, lead nurturing, marketing, outreach and pipeline building.

(B) The Customer wishes to use Gen3 datas AIO service.

(C) Gen3 Data has agreed to provide and the Customer has agreed to take and, other than in relation to a Trial User package, pay for Gen3data's service subject to these terms and conditions.

Interpretation

-Data Protection Legislation: unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

-Effective Date: The date on which an e-mail is sent by Gen3 data to the Customer containing the password(s) permitting the Customer to gain access to the Services via the Website.

-Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

-Services: the subscription services provided by Gen3 data to the Customer under this agreement via the Website and as more particularly described on the Website.

-Software: the online software applications provided by Gen3 data as part of the Services.

-Subscription Fees: the subscription fees payable by the Customer to Gen3 data for the User Subscriptions set out on the Website.

-Subscription Term: has the meaning given in clause 15.1 and in the termination and cancellation section.

-Trial User: any Customer carrying out a free 7 day trial on the Website, such use being of limited scope to the Services as prescribed by Gen3 data from time to time.

-User Subscriptions: the user subscriptions purchased by the Customer which entitle Registered Users to access and use the Services.

-Website: www.gen3data.com or such other website address as may be notified to the Customer from time to time

-Virus: refers to any item, software, code, file, script, or program, or any device or mechanism, that may cause harm, disruption, or impairment to the functionality or operation of any computer software, hardware, network, telecommunications service, equipment, or any other related service or device. This includes, but is not limited to, impairing or restricting access to, or affecting the functionality, reliability, or integrity of, any program or data (whether by modification, alteration, deletion, rearrangement, or erasure of such program or data, in whole or in part), or otherwise negatively impacting the user experience. Examples of such viruses include, without limitation, worms, trojan horses, viruses, malware, spyware, or any similar harmful items or devices.

1.Acceptance of Terms of Use

By accessing or using the Gen3data Sites, you (“Client”) are hereby granted a limited, non-exclusive, non-transferable, revocable license to access and use the Gen3data platform solely for your internal business purposes, and in compliance with these Terms of Service. This license is granted exclusively through supported browsers and is strictly limited to the Client’s own internal operations.

You acknowledge and agree that

The rights granted under this agreement do not permit the use of the Gen3data Site by any unauthorized third party, nor may you sublicense, transfer, or assign these rights.
Any attempt to transfer or assign rights under these Terms is strictly prohibited and void unless expressly agreed upon in writing by Gen3data.
All rights not explicitly granted are reserved by Gen3data and its licensors.
By purchasing a subscription through the Gen3data.com website, the client/company acknowledges and agrees to be bound by the full terms and conditions of Gen3Data. The client/company's use of the platform constitutes acceptance of these terms, which form a legally enforceable agreement between the client/company and Gen3Data.

You are expressly prohibited from

Modifying or creating derivative works based on the Gen3data Site.
Engaging in reverse engineering, decompiling, or accessing the Gen3data Site to:
- Develop a competing product or service.
- Copy any features, functions, or content of the Gen3data Site.

Gen3data retains exclusive ownership of all intellectual property rights related to the Gen3data Site, including any improvements, enhancements, or modifications thereto. All intellectual property rights remain vested in Gen3data and its licensors.

2.Eligibility

Access to the Gen3data platform is restricted to individuals aged 18 or older. By agreeing to these Terms of Use, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into and adhere to these Terms. If you are acting on behalf of a company, you represent and warrant that you have the authority to bind the company to these Terms.

3.Privacy

Your use of the Gen3data platform is governed by the privacy policy located at https://www.gen3data.com/privacy, which is incorporated into these Terms of Use by reference. Any personal data collected by Gen3data in connection with your use of the platform will be handled in accordance with the Privacy Policy. By using the platform, you consent to the collection, use, and disclosure of your personal data as described in the Privacy Policy.

4.Account and Security

You may be required to create an account to access certain features of the Gen3data platform. When creating your account, you agree to provide accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Gen3data immediately of any unauthorized use of your account or any other breach of security.

Gen3data is not liable for any loss or damage arising from your failure to protect your account credentials. You are prohibited from transferring or sharing your account with any other individual or entity without prior written permission from Gen3data.

5.Proprietary Materials

The Gen3data platform contains proprietary materials, including, but not limited to, software, source code, trademarks, and copyrighted content (collectively, "Proprietary Materials"). By accessing the platform, you agree not to:

Modify, distribute, or create derivative works from the Proprietary Materials.
Use the Proprietary Materials for any purpose other than as permitted under these Terms of Use.

All rights to the Proprietary Materials remain the sole property of Gen3data and its licensors. Unauthorized use, reproduction, or distribution of any Proprietary Materials may result in civil and criminal penalties.

6.Termination and Cancellation

Gen3data reserves the right to terminate this Agreement and the Client’s license to use the platform immediately upon written notice if:

The Client materially breaches these Terms and fails to remedy such breach within 14 days after receiving written notice from Gen3data.
The Client becomes insolvent, enters into liquidation, or has a receiver appointed over its assets.

If the agreement is terminated for any reason, the Client must promptly return all Gen3data data and materials, including any copies, and confirm in writing that all data has been returned or destroyed.

Upon termination, the Client’s rights to access and use the platform will immediately cease, and all outstanding fees due under the subscription shall become immediately payable.

7.Renewal

Unless the Client provides written notice of termination at least 14 days before the expiration of the current subscription term (the “End Date”), the subscription will automatically renew for an additional term equal in length to the original term. The Client will be responsible for the full subscription fee at the rate applicable during the preceding term unless otherwise agreed in writing by Gen3data. Termination notices must be submitted to cancellation@gen3data.com.

8.Warranty Disclaimer

The Gen3data platform is provided on an “as is” and “as available” basis. Gen3data makes no warranties, either express or implied, as to the accuracy, completeness, or availability of the platform. You agree that your use of the platform is at your own risk, and Gen3data expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

Gen3data does not guarantee that the platform will be free from errors, interruptions, or security breaches. You assume all risks related to the use of the platform, and Gen3data will not be liable for any loss or damage arising from your use of the platform.

9.Limitation of Liability

To the maximum extent permitted by law, Gen3data and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of data, profits, or revenue, arising from your use of the platform. Gen3data’s total liability to you under this agreement shall not exceed the total fees paid by you for the subscription during the 12 months preceding the claim.

10.Indemnification

You agree to indemnify, defend, and hold harmless Gen3data, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising from your use of the platform, your breach of these Terms of Use, or your violation of any rights of a third party.

11.Governing Law and Dispute Resolution

These Terms of Use shall be governed by and construed in accordance with the laws of the jurisdiction where Gen3data is headquartered, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the relevant arbitration body, and the arbitration shall take place in the jurisdiction where Gen3data is located.

12.Severance

1: If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

2: If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13.No Partnership Or Agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.Third Party Rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15. Compliance with Legal Requests.

We reserve the right to fully cooperate with any lawful request, order, or directive issued by a competent legal authority, including law enforcement, requiring the disclosure of customer data or other relevant information stored or processed on our Platform. By using the Platform, you expressly waive and release us, our affiliates, licensees, and service providers from any claims, damages, or liabilities arising from or related to actions we take in response to such legal requests, investigations, or as a consequence of complying with orders or directives from law enforcement authorities or other competent bodies. This includes, but is not limited to, any disclosure of your data or the suspension or termination of your account or access to the Platform as a result of such investigations or legal compliance.

16. Data Protection

16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

16.2 The parties acknowledge that:

(a) If Gen3 Data processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the data controller and Gen3 data is the data processor for the purposes of the Data Protection Legislation.

(b) Schedule 1 sets out the scope, nature and purpose of processing by Gen3 data, the duration of the processing and the types of personal data and categories of data subject.

(c) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Registered Users are located in order to carry out the Services and Gen3 data's other obligations under this agreement.

16.3 Without prejudice to the generality of clause 5.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Gen3 data for the duration and purposes of this agreement so that Gen3 data may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.

16.4 Without prejudice to the general provisions of Clause 5.1, in relation to any personal data processed by Gen3 Data under this Agreement, the following shall apply:

(a) Gen3 Data shall process personal data only in accordance with the Customer’s written instructions, unless required to do so by the laws of any European Union member state, the laws of the European Union, or applicable domestic UK laws (where "Domestic UK Law" refers to the UK Data Protection Legislation and any other applicable laws in the UK) (collectively, "Applicable Laws"). If Gen3 Data relies on Applicable Laws as the legal basis for processing personal data, it shall promptly notify the Customer before carrying out such processing, unless the Applicable Laws prohibit such notification.

(b) Gen3 Data shall ensure that all personnel who have access to and/or process personal data are bound by confidentiality obligations with respect to such data.

(c) Gen3 Data shall not transfer personal data outside of the European Economic Area (EEA) unless the following conditions are met:

(i) The Customer or Gen3 Data has implemented appropriate safeguards in accordance with Data Protection Legislation for the transfer;

(ii) The data subject is provided with enforceable rights and effective legal remedies;

(iii) Gen3 Data complies with its obligations under Data Protection Legislation, ensuring an adequate level of protection for any personal data being transferred; and

(iv) Gen3 Data adheres to reasonable instructions provided in advance by the Customer regarding the processing of personal data.

(d) Gen3 Data shall assist the Customer in responding to any requests from data subjects and in ensuring compliance with the Customer’s obligations under the Data Protection Legislation, including but not limited to those related to... (Note: Insert further specifics as needed for compliance.)

This revision strengthens the language while making it clearer and more legally precise.

(e) notify the Customer without undue delay and in any event within 24 hours on becoming aware of a personal data breach;

(f) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 5.

16.5 Each party shall ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

16.6 The Customer consents to Gen3 Data appointing 1&1, and DropBox, Mailreef, bubble, warmup or any alternative to be notified to the Customer, as a third-party processor of personal data under this agreement. Gen3 Data confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 4 and in either case which Gen3 Data confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Gen3 Data, Gen3 Data shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.

16.7 Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

17.Trial User Terms

Any trial use shall entitle the Trial User to have access to the Services for a single 7 day term unless terminated earlier by Gen3 Data in accordance with these terms or the Customer upgrades its user status.

17.2 The Customer shall be the entity set out in “Company Name” when registering and the individual providing his or her email address shall be the initial Registered User. Any employee, agent or independent contractor shall be entitled to use such part of the Service as Gen3 Data gives Trial Users access to from time to time.

17.3 Any additional Trial User Terms shall be set out on the Website from time to time.

18. Charges and payment

18.1 The Customer shall pay the applicable Subscription Fees to Gen3 Data for the User Subscriptions in accordance with this clause 18 and as set out on the Website.

18.2 Commencing on the Effective Date and monthly thereafter the Customer shall pay to Gen3 Data by direct debit the Subscription Fee for its use of the Services. Gen3 Data has appointed the Direct Debit company, GoCardless Limited (https://gocardless.com) or a recurring payment subscription via Stripe payments, to collect payments and Gen3 Data will be shown on the Customer’s bank statement.

18.3 If Gen3 Data has not received payment within one calendar month after the due date, and without prejudice to any other rights and remedies of Gen3 Data:

(a) Gen3 Data may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Gen3 Data shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

18.4. All amounts and fees referred to in these terms and conditions:

(a) are non-cancellable and non-refundable;

(b) are exclusive of Value Added Tax (VAT), which shall be added to Gen3 Data's invoice(s) at the appropriate rate.

18.5. Gen3 Data shall be entitled to increase the Subscription Fees at any time without prior notice but must provide no less than 28 days' prior notice to existing Customers (other than Trial Users) and these terms and conditions shall be deemed to have been amended accordingly

19. Force Majeure

Gen3 Data shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Gen3 Data or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Gen3 Datas or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

20. Non-solicitation of employees

From the date of signing this contract and onwards, the “client/company” agrees not to directly or indirectly solicit, hire, or engage any employee of the “company” who has provided services to the client under this agreement. This includes but is not limited to any attempt to recruit or hire such employees, or to offer them employment or any other work-related opportunity outside of the scope of this agreement. If the client breaches this clause, it agrees to pay the company a sum of 20,000 USD as liquidated damages, without prejudice to any other remedies the company may have at law or in equity.

21. Non-disclosure of Information

The "Company" agrees to maintain strict confidentiality regarding all information disclosed by the "Client". The "Company" shall not disclose such confidential information to any third party without the prior written consent of the "Client". The "Client" also agrees not to discuss any of the services and strategies performed by the "Company" with any third-party organisation and or individual. In the event that the "Client" breaches this clause, the "Client" agrees to pay the "Company" a sum of 10,000 USD as liquidated damages, without prejudice to any other remedies the "Company" may have at law or in equity.

Revised: September 17, 2024