Terms of Service

These terms of service (“Terms of Service”) govern Customer's access to and use of the computational services, which currently include applications and computations resources for deep learning, rendering, dedicated GPU servers, and video transcoding, offered by Genesis Cloud (the "Services").

1. Definitions
‍The following definitions apply to these Terms of Service and the Agreement:“
a) Account Balance” means a prepaid credit balance that Customer may fund and use exclusively for purchasing Services on the Genesis Cloud Platform. The Account Balance is not a deposit, bank account, or any form of financial instrument and does not accrue interest.
b) “Additional Service Documentation and Policies” means the contractual documents or policies that may apply from time to time to Customer’s access to and use of the Genesis Cloud Platform and the Genesis Cloud products and services (including the Services).
c) “Acceptable Use Policy” or “AUP” means the set of rules and guidelines available under https://www.genesiscloud.com/legal/privacy-policy, that govern the permitted and appropriate use of Genesis Cloud's Services and the Genesis Cloud Platform.
d) “Agreement” means the Order Form, these Terms of Service, and any Service Level Agreement entered into between Customer and Genesis Cloud.
e) “Affiliate” means any person or entity controlling, controlled by, or under common control with a Party, where the term “control” and its correlative meanings, “controlling,” “controlled by,” and “under common control with,” means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of all voting equity interests in an entity.
f) “Benchmarking” means the results of any comparative or compatibility testing, benchmarking, or evaluation of the Services.
g) “Confidential Information” means any information disclosed to a Party (or their affiliated persons) by the other Party (or their affiliated persons) concerning the Agreement, the business and/or affairs of the other Party, including but not limited to information relating to a Party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one Party to the other: (i) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; (ii) are disclosed orally or visually, identified as Confidential Information at the time of disclosure or confirmed as Confidential Information in writing at any later point; or (iii) a reasonable person would understand to be confidential or proprietary at the time of disclosure, including Customer Data.
h) “Customer” means the company or other legal entity, or in the case of an individual accepting this Agreement on his or her own behalf, such individual, which has entered into Order Forms.
i) “Customer Data” means all data uploaded by or on behalf of Customer to Genesis Cloud infrastructure and all data created by Customer on Genesis Cloud infrastructure.
j) “Dashboard” means the virtual dashboard interface through which Customer may administer the Services.
k) “Fees” means the fees (or payments) payable by Customer for access to the Services as set out in an Order Form.
l) “Genesis Cloud Platform” means the cloud service platform and infrastructure operated by Genesis Cloud.
m) “Representatives” means Affiliates, directors, officers, employees, contractors, agents, partners or professional advisors.
n) “Sanctions Authorities” means the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant sanctions authority.
o) “SEPA Mandate” means the authorization given by Customer to Genesis Cloud to collect payments directly from Customer’s bank account via the SEPA Direct Debit scheme.
p) “Service Level Agreement” means the agreement specifying the support levels of the Services available at https://www.genesiscloud.com/legal/service-level-agreement.
q) “Service Term” means the initial service term and any additional service term as agreed and specified in an Order Form.
r) “Services” means any and all services provided by Genesis Cloud to Customer including, without limitation, as described in an applicable Order Form and all of Genesis Cloud’s websites, services, products and solutions operated by Genesis Cloud.
s) “Support Service Level Agreement” means the agreement applicable to support services provided by Genesis Cloud available at https://www.genesiscloud.com/legal/service-level-agreement.
t) “Terms of Service” means these Genesis Cloud Terms of Service as may be amended from time to time, any such updates being as displayed at https://www.genesiscloud.com/legal (with respect to the Terms of Service applicable to ‘long-term customers’), including the Additional Service Documentation and Policies.
u) “User” means individuals who are authorized by Customer to use the Services, for whom Genesis Cloud provides the Services based in an Order Form (or any other contractual permission). Users may include, for example, Customer’s employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. Provision of Services
a) Customer’s Use of Services. During the Service Term, Genesis Cloud shall make available to Customer pursuant to the applicable Order Form and the Agreement (i) the Services and (ii) any software provided by Genesis Cloud as part of the Services, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except where expressly permitted by Genesis Cloud) right during the Service Term to allow its Users to access and use the Services in accordance with the Additional Service Documentation and Policies, for Customer’s business purposes.
b) Usage Limits. Customer’s use of the Services is subject to the usage limits specified in Order Forms and Additional Service Documentation and Policies. If Customer exceeds a contractual usage limit, Genesis Cloud may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Genesis Cloud’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services promptly upon Genesis Cloud’s request, and/or pay any invoice for excess usage in accordance with the “Payment Terms and Fees” section below.
c) Dashboard. As part of receiving the Services, Customer will have access to a dashboard through which Customer may administer the Services. The dashboard also provides Customer tools to deploy the Services and Genesis Cloud infrastructure for deep learning, rendering, dedicated GPU services, video transcoding, and other applications.
d) Accounts. Customer must establish and maintain an account and a token or similar account credential to use the Services and is responsible for the information it provides to create the account, the security of the token and its passwords for the account, and for any use of its account and the Token. If Customer becomes aware of any unauthorized use of its password, account, or token, Customer will notify Genesis Cloud as promptly as possible. Genesis Cloud has no obligation to provide Customers with multiple tokens or accounts.
e) Service Levels and Variances. Customer acknowledges that the Services shall be rendered on a best-effort basis in accordance with the Genesis Cloud Service Level Agreement (https://www.genesiscloud.com/legal/service-level-agreement) and Genesis Cloud Support Service Level Agreement (https://www.genesiscloud.com/legal/service-level-agreement). The availability of the Services may vary as set forth in the Service Level Agreement. Notwithstanding the aforementioned variance, Genesis Cloud shall make reasonable efforts to ensure that all facilities and the relevant supplies for providing the Services are maintained in good working order to avoid any variance with the same diligence it applies in its own matters.
f) New Applications and Services. Genesis Cloud may (i) make available new applications, tools, features, or functionalities from time to time through the Services and (ii) add new services from time to time, the use of which may be contingent upon Customer's agreement to additional terms.
g) Access Right in Specific Situations. Genesis Cloud reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to
    (i) respond to any applicable law, regulation, legal process, or valid governmental request;
    (ii) enforce the Agreement, including investigation of potential violations hereof;
    (iii) detect, prevent, or otherwise address fraud, security, or technical issues;
    (iv) respond to User support requests or 
    (v) protect the rights, property, or safety of Genesis Cloud’s personnel, its other customers, and the public.

3. Payment Terms and Fees
a) Fees. If not agreed otherwise in the applicable Order Form, Customer shall pay a per-second rate for every second Customer uses the Services, with a one-minute minimum. Please visit the Genesis Cloud pricing page for more information on per-second billing.
b) Due Date of Payments. Unless otherwise agreed between the Parties, Genesis Cloud will invoice fees monthly in advance, and, unless otherwise agreed, all payments are due in full without deduction or set-off within ten (10) business days of the date of the relevant invoice.
c) Delinquent Payments Suspension. Late payments may bear interest at the rate of 1.5% per month from the payment due date until paid in full. Customer will be responsible for all reasonable expenses incurred by Genesis Cloud in collecting such delinquent amounts.
d) Taxes. Customer shall solely bear all taxes, duties, stamp duties, and any other governmental charges imposed in Customer’s country of origin or in any other jurisdiction related to the Services. This includes but is not limited to any taxes and duties that arise as a result of Customer’s use of the Services. For the avoidance of doubt, it is clarified that all monetary amounts specified in this Order Form are exclusive of Value Added Tax (“VAT”). Customer must comply with all relevant tax laws and regulations and provide Genesis Cloud with any tax documentation or information as required by the applicable laws or as reasonably requested by Genesis Cloud. Unless indicated otherwise by Customer, Genesis Cloud will use Customer’s address specified in the header of the Order Form for the determination of any applicable taxes.
e) Payment methods. Payment can be made via wire transfer, debit or credit card in U.S.-Dollars (“USD”) or Euro (“EUR”) or via SEPA Direct Debit in EUR. Customer is responsible for all costs associated with international transfer fees and any charges related to currency exchange rates. Each Party is individually responsible for any additional bank fees incurred on their side of the transaction. Payments must be made in accordance with the instructions and account details provided by Genesis Cloud in the invoice.
f) SEPA Direct Debit Core. By selecting SEPA Direct Debit as a payment option, Customer authorizes Genesis Cloud to collect payment directly from Customer’s bank account via SEPA Direct Debit, in particular under the following terms:
    (i) Customer is responsible for making sure that their provided bank account is valid to make SEPA Direct Debit payments. This includes checking the requirements for the SEPA payment with their bank on their own before trying to set up a SEPA mandate in favor of Genesis Cloud.
    (ii) Customer authorizes Genesis Cloud to initiate SEPA Direct Debit payments from the Customer's bank account for the amounts invoiced to Customer.
    (iii) Customer, as the account holder, will approve the SEPA Direct Debit payments initiated by Genesis Cloud in accordance with the invoice in whichever manner is required by their bank (i.e., signing the mandate).
    (iv) Customer acknowledges and agrees that they are responsible for ensuring that there are sufficient funds in their bank account to cover any and all amounts invoiced to them by Genesis Cloud.
    (v) Customer acknowledges that they have the right to cancel the SEPA mandate at any time, either by changing it in the Genesis Cloud dashboard or their bank directly. Cancellation requests must be received at least one day prior to the next scheduled payment date. Should Customer cancel the SEPA mandate while intending to continue using the Services, Customer will be required to make all future payments via wire transfer or via credit or debit card.
    (vi) Customer understands that Genesis Cloud reserves the right to suspend the Services if any SEPA Direct Debit payment is declined or returned unpaid by the Customer's bank and that Customer may be charged a fee for any returned payments.
g) Credit Card Payment. If Customer makes a payment via credit or debit card, any chargeback or disputed transaction should first be reported to Genesis Cloud for resolution. Genesis Cloud reserves the right to suspend services and recover any fees or costs incurred due to chargebacks that are found to be fraudulent or unjustified.
h) Invoice Disputes. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Genesis Cloud, Genesis Cloud will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Genesis Cloud will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Genesis Cloud and will only be in the form of credit for the Services. Nothing in this Agreement obligates Genesis Cloud to extend credit to any party.
i) Account Balance and Prepaid Fees. Customer may fund an Account Balance on the Genesis Cloud Platform to prepay for Services. The Account Balance can only be used to pay for Genesis Cloud Services. It cannot be transferred, resold, or used for any other purpose. The Account Balance does not generate interest or any other financial return. The Account Balance is only available in USD or EUR. Deposits in any other currency will be converted to either USD or EUR at the applicable exchange rate at the time of deposit, and any conversion fees will be borne by the Customer.   Customer may request a refund of its remaining Account Balance anytime. Refund requests must be submitted in writing to Genesis Cloud and are subject to verification. Refunds (if granted) will be processed using the original payment method or an alternative method at Genesis Cloud’s discretion. If the refund is to be processed in a currency different from the original deposited currency, the refund will be processed at the current exchange rate at the time of the refund. The applicable exchange rate will be determined based on the exchange rate provided by Genesis Cloud’s payment provider at the time of the refund. The currency conversion may incur additional fees, which will be borne by Customer. Any unused Account Balance remains available for three (3) years from the date of deposit of the respective amount of Account Balance. If the concerned amount of the Account Balance is not used within this period, the concerned amount of the Account Balance will expire. Customer will forfeit this concerned amount of the Account Balance. Genesis Cloud reserves the right to modify or discontinue the Account Balance program at any time, provided such changes do not retroactively affect existing balances.

4. Customer Obligations
a) Responsibility of Customer. Customer is solely responsible for any activity that occurs on its account, regardless of whether the activities are undertaken by Customer, its employees, any third party (including Customer’s contractors or agents), Customer’s Users, licensees, or its business partners.
b) Restrictions on Use of Genesis Cloud Platform and Services. Customer shall not (directly or indirectly):
    (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Genesis Cloud Platform (including without limitation any application) and Services, except to the limited extent applicable laws specifically prohibit such restriction;
    (ii) modify, translate, or otherwise create derivative works of any part of the Genesis Cloud Cloud Platform and Services; or 
    (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that Customer receives hereunder.
c) Acceptable Use Policy Compliance. Customer is solely responsible for its applications, projects, and customer data and for making sure its applications, projects, and customer data comply with the Acceptable Use Policy. In its good faith discretion, if Customer has violated the AUP, Genesis Cloud may remove, disable access to, or modify any content or resource and/or suspend Customer’s use of Genesis Cloud Platform and/or the Services. Genesis Cloud may also intercept or block any content or traffic belonging to Customer or its Users in instances where the Services are being used unlawfully or not in accordance with the AUP. Genesis Cloud’s right to suspend Customer’s use of the Services applies even if a violation is committed unintentionally or without Customer’s authorization. Nothing in the AUP may be construed as an obligation on Genesis Cloud to act at any given time or with respect to any given instance, and Genesis Cloud may exercise such right at any time within its sole discretion.
d) Export. Customer shall comply with all applicable export and import control laws and regulations in its use of the Services, and, in particular, Customer shall not utilize the Services to export or re-export data or software without all required government licenses. Customers are solely responsible for complying with export control laws and obtaining necessary licenses when accessing or using the Services outside the data center's jurisdiction. This includes understanding that such access may involve exporting technology or technical data, potentially triggering export regulations. Customers must secure any required export licenses at their own expense. In case of legal actions against Genesis Cloud due to a breach of these obligations, Customer must defend, indemnify, and absolve Genesis Cloud of all related claims and damage.
e) Sanctions. The Genesis Cloud Platform and the Services are subject to the trade and economic sanctions maintained by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant sanctions authority (together, the “Sanctions Authorities”). Specifically, and without limitation, Customer represents and warrants that it is not, and nor are any of its officers, directors, employees, service providers, agents, or beneficiaries (i) located or operating in any country that is subject to any Sanctions Authorities’, trade and economic sanctions; or (ii) an individual or entity included on any lists of prohibited parties or any similar list of any other Sanctions Authority. Additionally, Customer agrees not to – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any service received from Genesis Cloud in contradiction with these laws and regulations.

5. Intellectual Property Rights, Feedback, Benchmarking
a) Intellectual Property Rights. Except as expressly set forth in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the Parties, Customer owns all intellectual property rights in Customer Data, and the application or project (if applicable), and Genesis Cloud owns all intellectual property rights in the Services, Genesis Cloud Platform, and related software.
b) Customer Feedback. If Customer provides Genesis Cloud comments, suggestions, or materials sent or transmitted about the Services, then Genesis Cloud may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Genesis Cloud all rights, titles, and interests in that.
c) Benchmarking. Customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, the "Benchmarking") of the Services, unless the disclosure includes all information necessary for Genesis Cloud or a third party to replicate the Benchmarking. If Customer conducts or directs a third party to conduct, a Benchmarking of the Services and publicly discloses the results directly or through a third party, then Genesis Cloud (or a Genesis Cloud-directed third party) may conduct Benchmarking of any publicly available products or services provided by Customer and publicly disclose the results of any such Bench Marking (which disclosure will include all information necessary for Customer or a third party to replicate the Test).

6. Confidential Information
a) Confidentiality Obligations and Protection of Proprietary Information. Each Party retains all rights in its Confidential Information. Both Parties undertake to treat as confidential all of the other Party’s Confidential Information acquired before and in connection with the performance of the Agreement and to use such Confidential Information only to perform the Agreement. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of the Agreement. Any reproduction of Confidential Information of the other Party shall contain any and all confidential or proprietary notices or legends that appear on the original. With respect to the Confidential Information of the other Party, each Party: (i) shall take all those steps the receiving Party takes to protect its own similar proprietary and Confidential Information, which shall not be less than a reasonable standard of care to keep all Confidential Information strictly confidential; and (ii) shall not disclose any Confidential Information of the other to any person other than to its Affiliates, directors, officers, employees, contractors, agents, partners or professional advisors (“Representatives”) whose access is necessary to enable it to perform the Agreement and who are obliged to maintain confidentiality to a similar extent as provided herein. Each Party will be responsible for its Representatives’ compliance with the provisions of this Section. Notwithstanding anything to the contrary in the Agreement, the Parties shall have the right to disclose this Agreement in connection with a bona fide sale or change of control transaction.
b) Notification of Confidentiality Breaches. A Party that becomes aware of a suspected or actual breach of confidentiality, misuse, or unauthorized dissemination relating to the other Party’s Confidential Information shall inform the other Party in writing without undue delay.
c) Exception to Confidentiality Obligations. The obligations following from the Confidentiality Obligations and Protection of Proprietary Information section above shall not apply to any Confidential Information that:
    (i) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information,
    (ii) is lawfully received free of restriction from a third party having the right to furnish such Confidential Information;
    (iii) has become generally available to the public without a contractual breach by the receiving Party;
    (iv) at the time of disclosure, was known to the receiving Party free of restriction;
    (v) the disclosing Party has agreed in writing to be free of such restrictions or
    (vi) has to be disclosed pursuant to statutory law or court, administrative or governmental order. In such event, the receiving Party shall inform the disclosing Party of the applicable provision or order without undue delay, to the extent legally possible, in order to enable the disclosing Party to seek legal protection or otherwise prevent or limit disclosure of the Confidential Information.
d) Destruction and Return of Confidential Information. Upon request, the receiving Party shall destroy or return to the disclosing Party all materials containing any of the Confidential Information and any copies or derivatives prepared therefrom. However, this obligation to return or destroy Confidential Information shall not apply to copies of electronically-exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof, which must be stored by the receiving Party according to provisions of mandatory law, provided that such Confidential Information or copies thereof shall remain subject to the confidentiality obligations under this Agreement.
e) Survival of Confidentiality Obligation. The obligation to maintain confidentiality shall survive the termination of this Agreement.

7. Customer Data
a) License. Subject to this Terms of Service, by providing Customer Data to or via the Genesis Cloud Platform, Customer grants Genesis Cloud a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer Data solely and exclusively for the purpose of providing the Services to Customer.
b) Protection of Customer Data. Genesis Cloud will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in the Additional Service Documentation and Policies.
c) Responsibility of Customer regarding Customer Data. Customer is solely responsible for its Customer Data and agrees that Genesis Cloud is not and will not in any way be liable for Customer Data. By providing Customer Data, Customer affirms, represents, and warrants that:
    (i) its Customer Data and use thereof will not violate the Agreement or any applicable law, regulation, rule, or third party rights;
    (ii) Customer is solely responsible for the development, moderation, operation, maintenance, support, and use of Customer Data, including when Customer Data is provided by Customer’s Users;
    (iii) Customer’s Customer Data and its use thereof does not and will not:
    - infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
    - slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person;
    - or cause us to violate any law, regulation, rule, or rights of third parties;
    (iv) and except for the specific Services provided under the Agreement, Customer is solely responsible for the technical operation of Customer Data, including on behalf of Customer’s Users.
d) Personal Data. Customer acknowledges that Genesis Cloud is neither technically capable nor permitted, except if expressly agreed otherwise, to access or otherwise process any personal data or other data included in Customer Data that Customer stores, receives, retrieves, transmits or otherwise processes via the Services. If in a particular case the Parties agree that the Services involve or require the processing of personal data by Genesis Cloud on behalf of Customer, the Parties will enter into the Genesis Cloud Data Processing Agreement (“DPA”).
e) Backups. Customer is solely responsible for the preservation of Customer Data, which Customer saves onto its virtual server. Genesis Cloud shall have no liability for any Customer Data that may be lost, or unrecoverable, by reason of Customer's failure to backup its Customer Data or any other reason.

8. Use of Brand Features
‍Each Customer is permitted to state publicly that it is a customer of the Services, consistent with the trademark guidelines. If Customer wants to display Genesis Cloud's brand features in connection with its use of the Services, Customer must obtain written permission from Genesis Cloud through the process specified in the trademark guidelines. Brand Features means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (together “Brand Features”) of each Party, respectively, as secured by such Party from time to time. Genesis Cloud may include Customer's name or brand features in a list of Genesis Cloud's customers, online or in promotional materials. Genesis Cloud may also verbally reference Customer as a customer of the Services. Neither Party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a Party's brand features will ensure the benefit of the Party holding intellectual property rights to those brand features. A Party may revoke the other Party's right to use its brand features under this section with written notice to the other Party and a reasonable period to stop the use.

‍9. Limitations of Liability
a) Unlimited Liability. The Parties shall be mutually liable without limitation
    (i) in the event of willful misconduct or gross negligence,
    (ii) within the scope of a guarantee taken over by the respective Party,
    (iii) in the event that a defect is maliciously concealed,
    (iv) in case of an injury to life, body or health, and
    (v) according to the German Product Liability Act (Produkthaftungsgesetz).
b) Liability for Breach of Cardinal Duties. If cardinal duties are infringed due to slight negligence and if, as a consequence, the achievement of the objective of the Agreement, including any applicable Order Form, is endangered, or in the case of a slightly negligent failure to comply with duties, the very discharge of which is an essential prerequisite for the proper performance of the Agreement (including any applicable Order Form), the Parties’ liability shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence shall be excluded.
c) Liability Cap. Unless the Parties are liable in accordance with “Unlimited Liability” section above, in no event shall the aggregate liability of each Party, together with all of its Affiliates arising out of or related to the Agreement, exceed the total amount paid by Customer hereunder for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing limitation will not limit the Customer’s payment obligations under the “Payment Terms and Fees” section above or as stated in an Order Form.
d) Scope. With the exception of liability in accordance with the “Unlimited Liability” section, the above limitations of liability shall apply to all claims for damages, irrespective of the legal basis, including claims for tort damages. The above limitations of liability also apply in the case of claims for a Party’s damages against the respective other Party’s employees, agents, or bodies.

10. Warranty
a) Agreed Quality of the Services. Genesis Cloud warrants that during an applicable Service Term
    (i) the Agreement, the Order Forms, and the Additional Service Documentation and Policies will accurately describe the applicable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data;
    (ii) Genesis Cloud will not materially decrease the overall security of the Services;
    (iii) the Services will perform materially in accordance with the applicable Additional Service Documentation and Policies, and
    (iv) Genesis Cloud will not materially decrease the overall functionality of the Services. Genesis Cloud is not designating or adopting third-party content as its own and assumes no warranty or liability for content.
b) Defects in Title. Defects in title of the Services shall be handled in accordance with the provisions of the “Indemnification” section below.
c) Exclusions. Customer shall have no claims under this “Warranty” section if the Services are not being used by Customer in accordance with the provisions of the Agreement, the Additional Service Documentation and Policies, and applicable Order Forms.

‍11. Indemnification
‍Customer agrees to defend, indemnify, and hold harmless Genesis Cloud and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses resulting from or arising out of
    (i) Customer’s use and access of the Genesis Cloud Platform and Services, by Customer or any person using Customer’s account;
    (ii) a breach of the Agreement or
    (iii) Customer Data.

12. Termination
a) Termination for Breach. Either Party may terminate the applicable Order Form and/or the Agreement for breach if:
    (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice;
    (ii) or the other Party is in material breach of the Agreement more than two (2) times, notwithstanding any cure of such breaches. A material breach means, in particular, a violation of the AUP.
b) Termination for Inactivity Genesis Cloud reserves the right to terminate the applicable Order Form and/or the Agreement upon thirty (30) days advance notice if, for a period of sixty (60) days Customer has not accessed the Dashboard.
c) Termination in case of Insolvency. Either Party may terminate the applicable Order Form and/or the Agreement if the other Party ceases its business operations or becomes subject to insolvency proceedings, and the proceedings are not dismissed within ninety (90) days.
d) Termination in case of Reasons behind Genesis Cloud’s Control. Genesis Cloud reserves the right to terminate or suspend the applicable Order Form and/or the Agreement for reasons beyond the sole control of Genesis Cloud (e.g., insolvency of its data center operator used to provide the Services, or change of laws and regulations or binding orders of public bodies affecting its data center operator’s ability to operate the agreed capacity of the data center) and the Genesis Cloud is unable to find a replacement data center within sixty (60) days despite its best efforts.
e) Effects of Termination. The following applies upon termination of the applicable Order Form and/or the Agreement for any reason:
    (i) Access and Use. Customer shall immediately cease all use of the Services, and Genesis Cloud will disable Customer's access to the Services. Any access by Customer to the Genesis Cloud Platform or Services post-termination will be unauthorized.
    (ii) Payment Obligations. Customer will be responsible for any outstanding fees owed to Genesis Cloud and must pay those fees immediately upon termination. Genesis Cloud will provide Customer with a final statement of any fees due within thirty (30) days of termination.
    (iii) Confidential Information. Each Party must return or, at the disclosing Party's request, destroy all Confidential Information of the other Party in its possession, except as required to comply with any applicable legal or accounting record-keeping requirement.
    (iv) Data Retrieval and Deletion. Customer must retrieve all Customer Data from the Services prior to termination. Post-termination, Genesis Cloud shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control, in accordance with its data deletion policy.
    (v) Survival. Provisions of this Agreement that, by their nature, should survive termination, including but not limited to confidentiality obligations, payment obligations, indemnification, and limitations of liability, will remain in effect after termination or expiration of this Agreement.
    (vi) Transition Assistance. Upon request by Customer, Genesis Cloud may, at its discretion, agree to provide transition services to Customer for a period not to exceed thirty (30) days post-termination. Such services shall be provided at Genesis Cloud's then-current rates and terms.

13. Force Majeure Events
a) Notification in Event of Force Majeure. If and to the extent the obligations under the Agreement cannot be fulfilled due to a force majeure event, the Party affected by such force majeure event shall (i) immediately notify the other Party of the occurrence and the disappearance of the force majeure event, and (ii) make every effort to remedy the Force Majeure Event and to limit its effects as far as possible.
b) Adjustment of Agreement. The Parties agree to adjust the Agreement to the new situation in good faith. For the duration and within the scope of direct and indirect effects, the Parties are exempted from their obligations under the Agreement between the Parties and are not liable for any damages in this respect.

‍14. Notices
a) Notices to Customer. Genesis Cloud may provide any notice to the Customer under this Agreement by:
    (i) posting a notice on the Genesis Cloud website and/or within the Services,
    (ii) or sending a message to the email address then associated with Customer's account.
b) Effectiveness of Notices. Notices provided by posting on the Genesis Cloud website will be effective upon posting, and notices provided by email will be effective when Genesis Cloud sends the email. It is the Customer's responsibility to keep the Customer's email address up to date. Customer will be deemed to have received any email sent to the email address then associated with the Customer's account when Genesis Cloud sends the email, whether or not the Customer actually receives the email.
c) Notices to Genesis Cloud. Unless otherwise agreed between the Parties, to give Genesis Cloud notice under the Agreement, the Customer must contact Genesis Cloud by personal delivery, overnight courier or registered or certified mail to the mailing address listed for the applicable Genesis Cloud entity on the Genesis Cloud website, via email to contact@genesiscloud.com or as indicated in the applicable Order Form. Genesis Cloud may update the address for notices by posting a notice on the Genesis Cloud website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be deemed effective one business day after they are sent. Notices provided by registered or certified mail will be deemed effective five business days after they are sent.

15. Miscellaneous
a) Assignment. Customer will not assign or otherwise transfer the Agreement or any of Customer's rights and obligations under the Agreement, without the prior written consent of Genesis Cloud, which may be unreasonably withheld. Any assignment or transfer in violation of this Section will be void. Genesis Cloud may assign this Agreement without Customer's consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Genesis Cloud as a party to the Agreement and Genesis Cloud is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Customer may not merge this Agreement with any other agreements with Genesis Cloud it may be a party to.
b) Change of Control. If a Customer experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (i) Customer will give written notice to the other Party within thirty (30) days after the change of Control; and (ii) Genesis Cloud may immediately terminate the Agreement any time between the change of Control and thirty (30) days after it receives that written notice.
c) Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
d) Written Form. Amendments or modifications to the Agreement, including this provision, can only be made with the written consent of Customer and the Service Provider.
e) Governing Law and Jurisdiction. The place of business for all Services under the Agreement is Munich, Germany, and the Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany excluding the United Nations Convention on the International Sale of Goods (CISG). Jurisdiction for all disputes arising from the Agreement is for the relevant local Munich court if Customer is a contractor, a legal entity of public law, or public legal special fund. Any dispute, controversy, difference or claim arising out of or relating to the Agreement or relating in any way to Customer's use of the Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement shall be referred to and finally resolved in a local Munich court.