Genesis Create Evaluation Terms and Conditions

THESE TERMS (“AGREEMENT”) GOVERN ACCESS TO AND USE OF EVALUATION PRODUCTS MADE AVAILABLE BY GENESIS GLOBAL TECHNOLOGY LIMITED (“COMPANY”) TO THE ORGANISATION ASSOCIATED WITH THE ACCOUNT THROUGH WHICH THE PRODUCTS ARE ACCESSED (“CUSTOMER”). BY AGREEING TO THIS AGREEMENT AND/OR ACCESSING OR USING THE PRODUCTS ON BEHALF OF CUSTOMER, EACH USER BINDS CUSTOMER TO THIS AGREEMENT.

1. Definitions

a. “AI” means artificial intelligence, including machine learning, large language models and other generative or predictive technologies.

b. “Authorised Users” means those employees, agents and independent contractors of Customer who are authorised by Customer to use the Products and the Documentation under this Agreement.

c. “Documentation” means the current, generally available, technical documents describing the Products.

d. “Evaluation Period” means the period of thirty (30) days commencing on the date the Products are first accessed, extended automatically for a similar term up to 90 days in total, unless terminated earlier under Section 10.

e. “Input” means any data, content, prompts, instructions, files, code and other material submitted by Customer or Authorised Users into the Products to use the Products in accordance with this Agreement.

f. “Intellectual Property Rights” means all intellectual property rights of any kind, whether registered or unregistered, including patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, look and feel, and all applications, renewals and extensions of the foregoing, in any jurisdiction.

g. “Outputs” means any files, applications, content and other materials generated by or through the Products, excluding any Input incorporated in them.

h. “Products” means any Company product made available by or on behalf of Company to Customer or its Authorised Users for evaluation under or in connection with this Agreement.

i. “Usage Data” means any data shared by Customer or its Authorised Users with Company or collected by Company in relation to this Agreement, including, without limitation, Inputs, Outputs, technical information, usage frequency, interactions, performance and error data.

2. Product Licence

a. Subject to the terms of this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, during the Evaluation Period only, to permit Authorised Users to access and use the Products, and Outputs within the Products, solely to evaluate the Products in a non-production environment. Company may terminate that right in accordance with this Agreement. It ends automatically when the Evaluation Period ends. No licence to any Products nor to any of their components, runtime or infrastructure, or to any Output, survives the Evaluation Period.

b. Restrictions. Customer will not, nor will Customer allow Authorised Users or a third party to (i) copy, modify or create derivative works from the Products, Outputs or Documentation; (ii) reverse engineer, decompile or disassemble any part of the Products; (iii) access the Products or Documentation to build a competing product or train a competing AI model; (iv) license, sell, transfer or otherwise make the Products, Outputs or Documentation available to any third party other than Authorised Users; (v) introduce any virus or harmful material into Company’s systems; or (vi) use the Products or Outputs to create or facilitate unlawful, infringing, fraudulent, discriminatory or harmful content, code or applications.

c. Customer shall remain responsible for all of its Authorised Users’ activity under this Agreement and shall promptly notify Company of any unauthorised access. Company may suspend access to the Products, in whole or in part, at any time on notice, and may suspend access or remove material immediately where it reasonably believes a restriction has been breached or there is a misuse, security or legal risk.

d. Customer represents and warrants that it has all rights and permissions needed to submit any Input. Customer shall not use the Products or Outputs in a production environment.

3. Intellectual Property

a. Pre-existing Intellectual Property: Each party retains all rights, title and interest in the Intellectual Property Rights it owned before the Evaluation Period. Company’s pre-existing Intellectual Property Rights include those in the Products and Documentation. Customer retains all Intellectual Property Rights in its Input, whenever created.

b. Company IP: Company owns exclusively all rights, title and interest in all Intellectual Property Rights in (i) the Outputs; (ii) any improvements, modifications and derivative works of the Products or Documentation, by whomever created; and (iii) any Feedback. Customer hereby assigns, and shall procure that its Authorised Users assign, to Company all such rights, and waives, and shall procure the waiver of, any moral rights in them. Except as set out in this Section 3(b), each party owns its Intellectual Property Rights in anything it creates during the Evaluation Period.

4. Evaluation Data

a. Company may collect Usage Data to operate, secure, measure and improve the Products. Customer agrees that it shall not submit personal data as Input.

b. Company may monitor, track, record and analyse all Usage Data and use it to improve the Products. Company may retain identifiable Usage Data for twelve (12) months after the Evaluation Period ends for product analytics, and may retain anonymised and aggregated data indefinitely, in each case subject to applicable law. If Customer provides (in its sole discretion) Company with feedback regarding the Products, Company may use that feedback at its own risk and without obligation to Customer.

5. Support

a. The Products are provided without a service-level commitment or obligation to provide support. Any support supplied by Company in its discretion is limited to the Products only.

6. Evaluation Fees

a. Company provides the Products without charge for the Evaluation Period. Any services or access to the Products falling outside this Agreement shall be subject to a separate, written agreement between Company and Customer.

7. Warranties

a. Each party represents and warrants that (i) it is authorised to enter into this Agreement; (ii) entering into and performing this Agreement will not violate any of its corporate rules, if applicable; and (iii) the person accepting this Agreement on its behalf has authority to bind it.

b. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE PRODUCTS, DOCUMENTATION AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. OUTPUTS MAY BE INACCURATE, INCOMPLETE OR UNSUITABLE FOR CUSTOMER’S INTENDED USE AND MAY CONTAIN MATERIAL SIMILAR TO MATERIAL GENERATED FOR OTHERS. CUSTOMER MUST INDEPENDENTLY REVIEW, TEST AND VALIDATE ALL OUTPUTS BEFORE USE AND NOTIFY ITS AUTHORISED USERS THAT AI-GENERATED CONTENT REQUIRES INDEPENDENT REVIEW.

8. Limitation of Liability and Indemnity

a. INDIRECT DAMAGES. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OR MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, NEITHER COMPANY NOR CUSTOMER WILL HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SUPPORT DELIVERED TO CUSTOMER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR LOSS ARISING FROM INACCURACIES OR ERRORS IN OUTPUTS OR FROM CUSTOMER’S USE OF OUTPUTS OR THE PRODUCTS, EXCEPT TO THE EXTENT CAUSED BY COMPANY’S FRAUD OR WILFUL MISCONDUCT. THE COLLECTIVE LIABILITY OF COMPANY AND ITS SUPPLIERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS MADE AFTER TERMINATION, SHALL NOT EXCEED £5,000 IN THE AGGREGATE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

c. Customer will defend and indemnify Company and its affiliates, officers, directors and employees against any claims, liabilities and expenses, including reasonable legal fees, arising from Customer’s Input, use or distribution of Outputs, breach of this Agreement or violation of third-party rights or applicable law, except to the extent caused by Company’s fraud or wilful misconduct. Company will defend and indemnify Customer against third-party claims that the Products (excluding Outputs) infringe that third party’s Intellectual Property Rights, subject to the liability cap in Section 8(b). The indemnified party will promptly notify the other of any claim and permit the indemnifying party to control the defence, subject to the indemnified party’s right to participate at its own expense and to approve any settlement imposing obligations on it.

9. Confidentiality

a. Confidentiality. “Confidential Information” means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential. Company’s Confidential Information includes the Products, Documentation, Outputs, non-public product information, and the results of Customer’s evaluation. Confidential Information excludes information that: (i) becomes publicly available without breach by the receiving party; (ii) was known to the receiving party before disclosure; (iii) was received from a third party without breach of confidentiality; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

b. Each party will protect the other’s Confidential Information using at least a reasonable degree of care and will not disclose it except to its and its affiliates’ directors, employees, contractors, consultants and professional advisers who need to know it and are bound by confidentiality obligations no less protective than this Section 9. Each party may use the other’s Confidential Information solely for performing obligations or exercising rights under this Agreement. Disclosure is permitted to the extent required by law or governmental order, provided the receiving party gives reasonable prior notice where permitted. Subject to Sections 4 and 9(c), each party will promptly return or destroy Confidential Information at the other’s written request or upon termination.

c. Nothing in this Confidentiality section restricts Company’s use of Input, Outputs, Usage Data or anonymised and aggregated information as permitted under Section 4. At the end of the Evaluation Period, or following a valid deletion request, Company will delete or return Input held in identifiable form, except to the extent retention is required by law or limited secure backups remain pending deletion under Company’s standard retention schedule. Confidentiality obligations continue for any Input retained in identifiable form.

10. Term and Termination

a. This Agreement is effective on the earlier of Customer selecting “I agree” or Customer first accessing the Products. This Agreement shall remain in force for the duration of the Evaluation Period until terminated under this Section 10. Either party may terminate this Agreement for convenience on two (2) days’ written notice to the other. Company may terminate this Agreement or block access immediately where reasonably necessary to address misuse, security risk or legal risk, or suspend access in accordance with Section 2(c).

b. Upon termination, Customer shall no longer access the Products or Outputs and must cease all use of them. The provisions that survive expiration or termination of this Agreement are Sections 3 (Intellectual Property), 4 (Evaluation Data), 7 (Warranties), 8 (Limitation of Liability and Indemnity), 9 (Confidentiality), 10 (Term and Termination), and 11 (Miscellaneous).

11. Miscellaneous

a. Governing Law and Jurisdiction. This Agreement will be governed by the laws of England and Wales, and shall be subject to the exclusive jurisdiction of the Courts of England for resolution of any disputes arising out of or in connection with this Agreement.

b. Severability. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein but will instead be replaced with a provision as similar in meaning to the original as possible.

c. Entire Agreement. This Agreement is the entire agreement between the parties regarding evaluation of the Products and prevails over any other existing agreement between them for that purpose only. All other agreements between the parties are unaffected. No modification will be binding unless accepted by both parties in writing, including electronically.

d. Assignment. Customer may not assign, novate, subcontract or otherwise transfer this Agreement or any of its rights or obligations under it, in whole or in part, whether voluntarily, by operation of law or otherwise. Company may assign this Agreement to any affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets. Any purported assignment by Customer in breach of this Section is void.

e. Waiver. Failure or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.

f. Relationship of the parties. Nothing contained herein shall constitute either party the agent of the other party, or otherwise grant either party the authority to bind the other party to any obligation or constitute the parties as partners or joint venturers and neither party shall hold itself out as being an agent having such authority.

g. Force Majeure. Neither party is liable for any delay or failure to perform this Agreement to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, government action, and failures of utilities, telecommunications or third-party hosting or service providers, provided it notifies the other party promptly.

h. Notices. Any notice under this Agreement may be given by email to the address associated with the relevant party’s account or, in the case of Company, to [email protected]. Notices are deemed received on the next business day after sending.

End of Agreement