Terms of Service

This Genesis Cloud Terms of Service (the "Agreement") is made and entered into by and between Genesis Cloud and the entity or person agreeing to these terms (the "Customer"). "Genesis Cloud" means Genesis Cloud GmbH, a company incorporated under the laws of Germany, with the address of Neuhauser Str. 17, 80331 Munich, Germany.

This Agreement is effective as of the date that the Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement. If you do not have the legal authority to bind the Customer, please do not click to accept. This Agreement governs the Customer's access to and use of the computational services, which currently includes applications and computations resources for deep learning, rendering, dedicated GPU servers, and video transcoding, offered by Genesis Cloud (the "Services"). For an offline variant of this Agreement, you may contact Genesis Cloud for more information.

1. Provision of the Service

1.1. Service Use
During the Term, the Customer may:
- use the Services
- any Software provided by Genesis Cloud as part of the Services.

The Customer may not sublicense or transfer these rights. Customers are restricted from registering multiple Accounts with the same billing details without the consent of Genesis Cloud. Genesis Cloud shall, without notification to you, suspend the Account or any other Account used by such Customer. The use of referral codes by multiple Accounts having the same billing profile is not allowed. Genesis Cloud also reserves the right to terminate a Customer's Account if it is targeted by malicious activity from other parties.

1.2. Dashboard
Genesis Cloud will provide Services to the Customer. As part of receiving the Services, the Customer will have access to the Dashboard through which the Customer may administer the Services. The Dashboard also provides the Customer tools to deploy the Services and Genesis Cloud infrastructure for deep learning, rendering, dedicated GPU services, video transcoding, and other applications.

1.3. Accounts
The 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, its Account, or the Token, Customer will notify Genesis Cloud as promptly as possible. Genesis Cloud has no obligation to provide Customers with multiple Tokens or Accounts.

1.4. Service Level Agreement and Variances
The Customer acknowledges that the Services shall be rendered on a best-effort basis by the Genesis Cloud Service Level Agreement ("SLA"). The availability of the Services may vary as outlined in the SLA. 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 dealings.

1.5. New Application and Services
Genesis Cloud may:
- make new applications, tools, features, or functionality available from time to time through the Services
- add new services to this Section 1 (Provision of Services) from time to time, the use of which may be contingent upon the Customer's agreement to additional terms.

1.6. Modifications to Terms of Services or Privacy Policy
Genesis Cloud GmbH reserves the right, at its sole discretion, to change, modify, add, or remove any portion of these Terms and Conditions, including the Privacy Policy, in whole or in parts, at any time. If Genesis Cloud makes a material change to the Services or Privacy Policy. The user’s continued use of Genesis Cloud's services after such changes are posted will constitute its agreement to such changed SLA, Terms of Service, and/or the Privacy Policy. Genesis Cloud will provide at least five (5) days advance notice, except if the changes apply to new functionality in which case they will be effective immediately for material changes to any SLA, changes in these Terms of Service, and/or the Privacy Policy by either:
- sending an email to the Customer's primary point of contact
- posting a notice on the Dashboard or Genesis Cloud website
- posting a notice to the applicable Service Level Agreement or the Customer Support webpage.

Genesis Cloud will post any modification to this Agreement to its website.

2. Payment Terms, Fees and Taxes

2.1. Service Fees
The Customer shall pay a per-second rate for every second the Customer uses, with a one-minute minimum. Please visit the Genesis Cloud pricing page for more information on per-second billing. Except as otherwise noted, our prices are exclusive of applicable taxes and duties, including value-added tax ("VAT") and applicable sales tax.

2.2. Taxes
The Customer is responsible for any taxes, and the Customer will pay Genesis Cloud for Services without any reduction for taxes. If Genesis Cloud is obligated to collect or pay Taxes ( the “Taxes”), taxes will be invoiced to the Customer, unless the Customer provides Genesis Cloud with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some countries, states, and provinces, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If the Customer is required by law to withhold any taxes from its payments to Genesis Cloud, the Customer must provide Genesis Cloud with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Genesis Cloud, the value of the Services calculated by the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. The local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and the Customer will ensure that Genesis Cloud will receive payment for its services for the net amount as would otherwise be due (the VAT-inclusive price less the local VAT withheld and remitted to applicable tax authority). If required under applicable law, the Customer will provide Genesis Cloud with applicable tax identification information that Genesis Cloud may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. The Customer will be liable to pay (or reimburse Genesis Cloud for) any taxes, interest, penalties, or fines arising out of any mis-declaration by the Customer.

2.3. Invoice Disputes & Refunds
Any invoice disputes must be submitted before 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 the 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 60 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.

2.4. Delinquent Payments Suspension
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Genesis Cloud in collecting such delinquent amounts. If the Customer is late on payment for the Services, Genesis Cloud may suspend the Services or terminate the Agreement for breach under Section 9.

2.5. Payment for Service Usage
The charged amount is a result of the total time duration of their usage times and the set price for that duration - per used instance. By accepting our Terms of Service, the customer permits Genesis Cloud to charge for used services. At the same time, the customer commits to pay Genesis Cloud the issued amount with a valid credit card.
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On-demand services are billed on the first day of the month following the billing period (e.g. 1st of June a customer receives an invoice for used services in May). Genesis Cloud sends the invoice to the registered email address while the amount is charged to the provided credit card (the transaction is executed through our payment service partner). As long as customers are registered this process is automatically performed every month (if the charged amount equals zero, there will be no bill generated).
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Prepaid services can be used for 1, 3, 6, or 12 months. The customer pays upfront for the number of requested instances via credit card and can use these instances non-stop until the end of the paid period. A prepaid service subscription will automatically renew at the end of the period unless automatic renewal is stopped by the customer.
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Customers may request an early payment for on-demand use (outside the regular payment period). Genesis Cloud reserves the right to grant this request or not depending on the individual case.

2.6. Credit Card Authorization
Genesis Cloud reserves the right to authorize credit cards provided by customers as a payment method at any time by initiating a temporary hold no larger than the current outstanding amount on the upcoming invoice. These activities marked as “Credit Card Authorization”* are not regular charges or payments to Genesis Cloud but temporary holds ensuring the provided credit card is a viable payment method. In case there is no outstanding amount for the upcoming invoice, the charged amount depends on the nature of the quota request of the customer and may vary. If the validation is successful, the amount claimed by Genesis Cloud as authorization will be released to the issued credit card within seven banking days. Unsuccessful credit card authorization will lead to suspending the account in question. This method may be used multiple times for the same credit card over the month.

*Some banking apps might not display this in the reference field.

3. Customer Obligations

3.1. Acceptable Use Policy Compliance
The Customer is solely responsible for its applications, projects, and customer data and for making sure its applications, projects, and customer data comply with the Genesis Cloud Acceptable Use Policy (the "AUP") outlined in Section 3.1. Genesis Cloud reserves the right to review the application, project, and customer data for compliance with the AUP. The Customer is responsible for ensuring all customer end users comply with the Customer's obligations under the AUP and the restrictions in Sections 3.3 and 3.5 below. Customer agrees not to, and not to allow third parties to use the Services to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act); to engage in, promote or encourage illegal activity; for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Services; to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (the "Spam"); or to use the Services, or any interfaces provided with the Services, to access any other Genesis Cloud or Genesis Group product or service in a manner that violates the terms of service of such other Genesis Cloud or Genesis Group product or service.

3.2. Privacy
Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.

3.3. Restrictions
The customer will not allow third parties under its control to:
- copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law)
- use the Services for High-Risk Activities
- sub license, resell, or distribute any or all of the Services separate from any integrated Application
- create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees
- unless otherwise outlined in the Service Specific Terms, use the Services to operate or enable any telecommunications service or in connection with any application that allows Customer end users to place calls or to receive calls from any public switched telephone network
- process or store any customer data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

Unless otherwise specified in writing by Genesis Cloud, Genesis Cloud does not intend use of the Services to create obligations under the Health Insurance Portability and Accountability Act of 1996 (the "HIPAA"), and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Genesis Cloud.

3.4. Eligibility & Registration
Registration is required to use the Services (the "Account"). You must provide accurate and complete information and keep your Account information updated. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees, or a third party (including your contractors or agents), and for keeping your Account password secure. You must notify us immediately of the breach of security or unauthorized use of your Account. Failure to comply with these requirements shall constitute a material breach of the Agreement and your account shall be immediately terminated.

3.5. Content
For purposes of the Agreement, the term Content ( the “Content” ) includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (the "User Content"), whether publicly posted or privately transmitted, is at the sole responsibility and discretion of the person who originated such User Content. You represent that all User Content provided by you is in compliance with all applicable laws, policies, and regulations including but not limited to Privacy Law and Intellectual Property Laws. You agree that all Content, including User Content, uploaded or accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

3.6. Copyright, Patent, Trademark and Trade Secrets Compliance
Customers may not use the Services in violation of the copyrights, trademarks, patents, or trade secrets of third parties, nor shall they utilize the Services to publish such materials in a manner that would expose them to public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 (the "DMCA") (as required under 17 U.S.C. §512) and all other applicable international trademark, copyright, patent, or other intellectual property laws will apply to issues presented by allegations of copyright violations by third parties. Genesis Cloud will, in appropriate circumstances, terminate the accounts of repeat violators. If a third party believes that a Genesis Cloud Customer is violating its intellectual property rights, it should notify us by email at support@genesiscloud.com. A notification should include information reasonably sufficient to permit Genesis Cloud to locate the allegedly infringing material, such as the IP address or URL of the specific online location where the alleged infringement is occurring. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. Subject to the Agreement, we grant each user of a worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable license to use the Services. Use, reproduction, modification, distribution, or storage of any Content for other than purposes of using the Services is expressly prohibited.

3.7. Compliance with Applicable Laws
We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to
- satisfy any applicable law, regulation, legal process, or governmental request
- enforce the Agreement, including investigation of potential violations
- detect, prevent, or otherwise address fraud, security, or technical issues
- respond to user support requests
- protect the rights, property, or safety of us, our users, and the public
- improve and/or maintain the Service. Genesis Cloud shall take any action necessary to protect the Services, Customers, and third parties.
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3.8. Use of the Network
Customers must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including and without limitation to those laws forbidding:
- distribution of child pornography
- forgery, identity theft, misdirection, or interference with electronic communications
- the invasion of privacy
- unlawful sending of commercial electronic messages or other marketing or electronic communications
- collection of excessive user data from children, or other improper data collection activities
- securities violations, wire fraud, money laundering, or terrorist activities
- false advertising, propagating or profiting from frauds and unfair schemes.

Customers will also comply with the affirmative requirements of the law governing the use of the Services, including but not limited to:
- disclosure requirements, including those regarding notification of security breaches
- records maintenance for regulated industries
- financial institution safeguards.

3.9. Assigned IP Addresses
Each Customer will be assigned a unique IP address. Customers shall use only those IP addresses that are assigned to them by Genesis Cloud, and shall not use any IP addresses outside of their assigned range. Customers shall not use any mechanism to exceed the amount of resources assigned to them through the Services or to conceal such activities.

3.10. Email Violations
Customers shall not send bulk emails utilizing their resources on the Services. Customers shall comply with all laws regarding the sending of commercial electronic messages or other marketing or electronic communications. Customers are forbidden from taking any action that would result in their IP addresses, or any IP address associated with Genesis Cloud or other Customers, being placed on the Spamhaus.org blacklist. Genesis Cloud reserves the sole and absolute right to determine whether an email violation has occurred.

3.11. 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. Customer assumes full legal responsibility for any access and use of the Services from outside the governing region of the data center, with full understanding that the same may constitute the export of technology and technical data that may implicate export regulations and/or require an export license. Should such a license be required, it shall be Customer's responsibility to obtain the same, at Customer's sole cost and expense, and in the event of any breach of this duty resulting in legal claims against Genesis Cloud, Customer shall defend, indemnify, and hold Genesis Cloud harmless from all claims and damages arising therefrom.

3.12. Access Code Protection
Customers shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, and safeguarding access to all logins and passwords.

3.13. Remedial Action
Customers shall notify Genesis Cloud if and when they learn of any security breaches regarding the Services and shall aid in any investigation or legal action that is taken by authorities and/or Genesis Cloud to cure the security breach.

3.14. Backup
Customer is solely responsible for the preservation of Customer's data, which Customer saves onto its virtual server (the "Data"). Even concerning data as to which customer contracts for backup services provided by Genesis Cloud, to the extent permitted by applicable law, Genesis Cloud shall have no responsibility to preserve data. Genesis Cloud shall have no liability for any data that may be lost, or unrecoverable, because of the customer's failure to backup its data or any other reason.

3.15. Multiple Accounts and Fraudulent Accounts
Customers are restricted from registering multiple or duplicate Accounts without first notifying Genesis Cloud of that intent. Otherwise, Genesis Cloud shall have the right to automatically flag such Accounts as fraudulent or abusive, and Genesis Cloud may, without notification to the Customer of such Account, charge for the occurred usage and delete or suspend the service of such Account or any other Account used by such Customer. The use of referral codes by multiple Accounts having the same billing profile is not allowed. Fraudulent or duplicate accounts are not entitled to any free credits or promotions offered by Genesis Cloud and Genesis Cloud shall have the right to revoke any free credits that were previously granted to that account. Genesis Cloud also reserves the right to terminate a Customer's Account if it is targeted by malicious activity from other parties.

4. Third Party Services
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The Services may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may contain links to the Services. You represent and warrant that your use of any Third-Party Service (the "Third-Party Service") signifies your independent consent to the access and use of your data by the Third-Party Service provider, and that such consent, use, and access are outside of Genesis Cloud's control. Genesis Cloud will not be responsible or liable for any disclosure, modification, or deletion of data resulting from any such access by Third-Party Service providers. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between their operators and us. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource. It is your responsibility to protect your system from items such as viruses, worms, Trojan horses, and other items of a destructive nature.

5. Intellectual Property Rights. Use of Customer Data. Feedback

5.1. Intellectual Property Rights
Except as expressly in this Agreement, this 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, the 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 and software.

5.2. Customer Feedback
If Customer provides Genesis Cloud comments, suggestions, or materials sent or transmitted (collectively, the "Feedback") about the Services, then Genesis Cloud may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Genesis Cloud all right, title, and interest in that Feedback.

5.3. 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 "Test") of the Services, unless the disclosure includes all information necessary for Genesis Cloud or a third party to replicate the Test. If a Customer conducts or directs a third party to conduct, a Test 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 Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test).

6. Privacy

- Our data protection policies are in accordance with the GDPR (European Union's General Data Protection Regulation), the BDSG (Germany's Federal Data Protection Act), and the TMG (German Telecommunications Act).
- Personal data of Customer will only be collected and used if they are required for the creation, content arrangement, or modification of the contractual relationship. The Customer is obligated to update these data in its online administration interface.
- The Customer's data will only be used for information on orders, for invoices, and – if the Customer does not object – for Customer care as well as for our newsletter and product updates.
- We do not give any personal Customer information to third parties, except of our service partners as far as they are required to determine the remuneration and settlement with the Customer.
- The Customer has the right to information and a right to amend, to suspend, or delete his saved information. If deletion conflicts with a legal or contractual duty to save information or other legal grounds, the information will be made inaccessible.

7. Confidential Information

7.1. Obligations
The recipient will not disclose the Confidential Information (the “ Confidential Information”) , except to affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to keep it confidential.

7.2. Required Disclosure
Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; if the recipient uses commercially reasonable efforts to:
- promptly notify the other party of such disclosure before disclosing.

Notwithstanding the previous, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could:
- result in a violation of Legal Process
- obstruct a governmental investigation
- and/or lead to death or serious physical harm to an individual.

As between the parties, Customer is responsible for responding to all third-party requests concerning its use and Customer end users' use of the Services.

8. Term and Termination

8.1. Agreement Term
The Term (the “Term”) of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as outlined in Section 8 of this Agreement.

8.2. Termination for Breach
Either party may terminate this Agreement for breach if:
- the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice
- the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days
- the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

In addition, Genesis Cloud may terminate any, all, or any portion of the Services, if Customer meets any of the conditions in Section 8.2.

8.3. Termination for Inactivity
Genesis Cloud reserves the right to terminate the provision of the Service(s) to Customer upon 30 days advance notice if, for a period of 60 days. Customer has not accessed the Dashboard and (ii) such Project ( the “ Project”) has not incurred any Fees for such Service(s).
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8.4. Termination for Convenience
The customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Genesis Cloud may terminate this Agreement for its convenience at any time without liability to Customer.

8.5. Effect of Termination
If the Agreement is terminated, then:
- the rights granted by one party to the other will immediately cease
- all fees owed by Customer to Genesis Cloud are immediately due upon receipt of the final electronic bill
- upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

9. Publicity

Each Customer is permitted to announce that it is a customer of the Services, consistent with the Trademark Guidelines. If the Customer wants to display Genesis Cloud's Brand Features concerning its use of the Services, the 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 of each party, respectively, as secured by such party from time to time. Genesis Cloud may include the 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 the 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.

10. Disclaimer

Except as expressly provided for in this agreement, to the maximum extent permitted by applicable law, Genesis Cloud and its suppliers do not make any other warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use and noninfringement. Genesis Cloud and its suppliers are not responsible or liable for the deletion of or failure to store any customer data and other communications maintained or transmitted through the use of the services. The customer is solely responsible for securing and backing up its application, project, and customer data. Neither Genesis Cloud nor its suppliers warrants that the operation of the software or the services will be error-free or uninterrupted. Neither the software nor the services are designed, manufactured, or intended for high-risk activities.

11. Limitations of Liability

11.1. Limitation of Liability
In no event shall we, nor our directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory concerning the services
- for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever, substitute goods or services (however arising)
- for any bugs, viruses, Trojan horses, or the like (regardless of the source of origination)
- for any direct damages over (in the aggregate) the fees paid to us for the particular services during the immediately previous 1 month period, even if Genesis Cloud had been advised of, knew, or should have known, of the possibility thereof.

The customer acknowledges that the fees paid by him or her reflect the allocation of risk in this agreement and that Genesis Cloud would not enter into this agreement without these limitations. Customer hereby waives any claims against Genesis Cloud arising out of the customer's purchase or use of the services, or any conduct of Genesis Cloud's directors, officers, employees, agents, or representatives. Your sole and exclusive right and remedy in case of dissatisfaction with the services or any other grievance shall be your termination and discontinuation of access to or use of the services. In addition, you agree that Genesis Cloud is not responsible for any data compiled by our services and that Genesis Cloud will not be liable, in any manner, because of your exposure to any defamatory, libelous, threatening, unlawfully harassing, obscene or otherwise unlawful content or data. In no event shall Genesis Cloud, or any third-party provider of any component of the services or of any information delivered as part of the services, be liable to you and/or any party for any damages of any kind, including but not limited to direct, indirect, special, exemplary, punitive, consequential, or similar damages arising out of or related to the services, content, products, the use or inability to use this website, or any linked website, including and without limitation to, lost profits, loss of use, business interruption, or other economic losses, loss of programs or other data, whether in an action of contract, negligence, or other tortious action, even if Genesis Cloud is advised of the possibility of such damages, including liability associated with any viruses which may infect your computer equipment.

11.2. Limitation on Amount of Liability
To the maximum extent permitted by applicable law, neither Genesis Cloud nor Genesis Cloud's suppliers, may be held liable under this agreement for more than the amount paid by Customer to Genesis Cloud during the 1 month before the event giving rise to liability.

11.3. Exceptions to Limitations
These limitations of liability do not apply to violations of a party's intellectual property rights by the other party, indemnification obligations, or Customer's payment obligations.

12. Indemnification

You shall defend, indemnify, and hold harmless Genesis Cloud, its affiliates, parents, subsidiaries, any related companies, licensors, and partners, and each of our and their respective employees, officers, directors, agents, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your (or any third party using your account or identity in the services) use or misuse of, or access to the services, content, or otherwise from your user content, violation of the agreement or any law, or infringement of any intellectual property or other right of any person or entity. Genesis Cloud reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which you will assist and cooperate with us in asserting any available defenses.

13. Credit Card Service Provider Terms

Genesis Cloud uses third-party services and such third-party's affiliates' services to enable the Customer to provide the Fee and perform transfer of payments within the Genesis Cloud website by making use of the Customer's existing credit card (as and if available and applicable) (the "Credit Card Services" and the "Credit Card Service Provider"). The following provisions under this Section 12 only apply to the extent the Services are paid by credit card. Genesis Cloud accepts major credit cards. Please note that any payment terms presented by your credit card provider to you in the process of using or signing up for paid Services are deemed part of this Agreement.

13.1. Information Sharing
Genesis Cloud may share and transfer (including cross-border transfer) personal information with the Credit Card Service Provider for rendering the Credit Card Services which will be made to the Service Provider's website via the use of the Customers credit card. The personal information will be shared with the Credit Card Service Provider after the Customer elects to execute such monetary payments by using the Credit Card Services of the Credit Card Service Provider. For this Section 12, personal information shall include information that identifies or may identify the Customer including the information submitted by the Customer through the registration form when you subscribe to the website such as the Customer's email address, country and city and/or information provided through social websites or any other identifying information provided by the Customer while using the Services of the Service Providers website. In addition, Genesis Cloud may transfer any non-personal information provided by the Customer through the Customers use of the Services on the Service Providers website to the Credit Card Service Provider to allow the Credit Card Service Provider to perform preliminary examinations of non-personal information to determine if the Customer is qualified to use the Credit Card Services of such Credit Card Service Provider (including the history of the Customer's transactions on the website which will be provided without any identifying information and solely for the purpose examinations of the Credit Card Service Provider.

13.2. Provision of Personal Data
By accepting these terms, the Customer represents that any information the Customer provides to Genesis Cloud and Credit Card Service Provider is true and accurate. The Customer is not obligated by law to provide the Service Provider and/or the Credit Card Service Provider with any personal information. The Customer hereby acknowledges and agrees that the Customer is providing Genesis Cloud and/or the Credit Card Service Provider with personal information at the Customer's own free will and for purposes of obtaining the Services.

13.3. Chargeback Disputes
If the Customer initiates a chargeback dispute, the Services shall be suspended and the Customer shall not receive any Services, regardless of the outcome and disposition of the chargeback dispute.

14. Miscellaneous

14.1. Assignment
The Customer will not assign or otherwise transfer this Agreement or any of the Customer's rights and obligations under this Agreement, without the prior written consent of Genesis Cloud, which may be unreasonably withheld. Any assignment or transfer in violation of this Section 14.1 will be void. In addition, the Customer shall be the beneficial owner of any cryptocurrencies generated and/or received as a result of the Customer's use of the Services under this Agreement. Genesis Cloud may assign this Agreement without the 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 this Agreement and Genesis Cloud is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The Customer may not merge this Agreement with any other agreements with Genesis Cloud it may be party to.

14.2. Charge of Control
If a Customer experiences a change of Control (for example, through a stock purchase or sale, merger, or another form of corporate transaction): (i) the Customer will give written notice to the other party within thirty days after the change of Control, and (ii) Genesis Cloud may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

14.3. Disputes
The place of business for all services under this contract is Munich, Germany. Jurisdiction for all disputes arising from this contract is for the relevant local Munich court if the Customer is a contractor, a legal entity of public law, or a public legal special fund. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement or relating in any way to the Customer's use of the Service, 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.

14.4. Entire Agreement
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Genesis Cloud may provide an updated URL in place of any URL in this Agreement.

14.5. Force Majeure
Genesis Cloud and its affiliates will not be liable for any failure or delay in the performance of obligation under this Agreement where the failures or delay result from any cause beyond our reasonable control, including, but not limited to, Acts of God, labor disputes, or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

14.6. Language
All communications and notices made or given under this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

14.7. No Agency
This Agreement does not create any agency, partnership, or joint venture between Genesis Cloud and the Customer.
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14.8. Notices to Customers
Genesis Cloud may provide any notice to the Customer under this Agreement by:
- posting a notice on the Genesis Cloud website
- or sending a message to the email address then associated with the Customer's account.

Notices we provide by posting on the Genesis Cloud website will be effective upon posting and notices we provide by email will be effective when we send the email. It is the Customer's responsibility to keep the Customer's email address current. The 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 received the email.

14.9. Notices to Genesis Cloud
To give us notice under this 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: Neuhauser Str. 17 80331 Munich, Germany. We may update the address for notices to us 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 effective one business day after they are sent. Notices provided by registered or certified mail will be effective five business days after they are sent.

14.10. 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 affect 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.

14.11. Headings for Convenience
The section and paragraph headings in the Agreement are for convenience only and shall not affect their interpretation.

14.12. Notices
Unless otherwise specified in the Agreement, all notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@genesiscloud.com.

14.13. Governing Law and Venue
The place of business for all services under this contract is Munich, Germany. Jurisdiction for all disputes arising from this contract is for the relevant local Munich court if the customer is a contractor, a legal entity of public law, or a public legal special fund. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement or relating in any way to the Customer's use of the Service, 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.