Terms of Service

Last updated September 16, 2024

Please read these Terms of Service (“Terms”) between you and Genmo Inc. (“Genmo,” “we,” “us”) carefully. By using the websites accessible at genmo.ai and/or genmo.ai (collectively, the “Site”) or any content, tools, features, or functionality available through the Site (collectively with the Site, “Services”), you are agreeing to be bound by these Terms. If you do not agree to these Terms, you are not authorized to access or use the Services.

IF YOU ARE USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY. For purposes hereof, “you” and “your” mean the person or entity accepting these Terms.

NOTICE OF MANDATORY ARBITRATION: SECTION 12 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT HOW DISPUTES ARE RESOLVED. BY AGREEING TO THESE TERMS, YOU (A) AGREE TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE SERVICES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 12.

1. Introduction.

1.1. Terms. These Terms govern your use of the Services, and incorporate by reference our Acceptable Use Policy, currently accessible at https://genmo.ai/documents/acceptable_use_policy.html. If we make other supplemental terms available through the Services regarding specific Services or features, those terms are deemed incorporated herein by reference. We may change these Terms at any time. Changes will become effective when the revised Terms are posted to the Site or we otherwise make you aware of them. Your use of the Services following such changes means that you accept them. If you do not agree with the changes, then you are no longer authorized to access or use the Services.

1.2. Age Restriction. The Services are intended solely for users who are at least 18 years old. Persons under the age of 18 may not register for or use the Services. By using the Services, you represent and warrant that you meet these criteria.

1.3. Geographic Limitations and Compliance. The Services are controlled and operated from the United States and are not intended to subject Genmo, or its parent, subsidiary, or affiliated entities (“Genmo Entities”), to the laws, rules, or regulations (“Laws”) or jurisdiction of any other geographic territory. Certain Services may not be appropriate or available for use in such other territories. You must comply with all, and you are responsible for your violation of any, Laws in using the Services, including the Laws of such other territories.

1.4. Service Changes and Limitations. We reserve the right, for any reason and with or without notice, to change, suspend, or discontinue any or all Services (including by adding or removing features or by charging, modifying, or waiving usage fees); to limit or deny access to the Services to certain people or geographies (including by blocking IP addresses); or to provide or refuse to provide access to certain Service features.

1.5. Monitoring and Enforcement. We may (but are not required to) monitor or analyze your use of the Services, to disclose related information, and to take any other actions regarding your use of the Services that we deem appropriate. This may include: (a) enforcing or verifying compliance with these Terms; (b) investigating complaints or violations; (c) reporting suspected unlawful activity; (d) cooperating with law enforcement or other third parties and taking legal action; (e) blocking, disabling, or removing your Inputs or Outputs (each defined below); and (f) managing the Services in a manner aimed at protecting other users, their and our rights, and the functioning of the Services.

1.6. Privacy. Our privacy policy, currently accessible at https://genmo.ai/documents/privacy_policy.html (the “Privacy Policy”), describes how we handle information you provide to us when you register for or use the Services. By using the Services, you agree to be bound by the Privacy Policy. We may maintain data you transmit through or related to your use of the Services for purposes of managing and protecting the Services and their performance.

1.7. No Commercial Use. Except as otherwise expressly provided herein, you may not use or exploit the Services for any commercial purpose, including communicating or facilitating commercial advertisements, promotions, or solicitations.

2. Accounts. We may require you to register or create an account in order to access or use the Services. Your username and password (“Credentials”), and your account, are solely for your personal use. You may only maintain one account and you may not sell or transfer that account or access to it. You have no ownership or other proprietary interest in your Credentials or account. You must keep your Credentials confidential and secure, and promptly notify us of any unauthorized use of your Credentials or access to your account. We may decline your request to register or create an account, or remove or reclaim usernames, for any reason (e.g. a claim that a username infringes third-party rights).

3. Payments and Subscriptions; No Subscription Refunds.

3.1. Payments. You agree to pay all charges incurred by you or on your behalf (e.g., using your Credentials or account) in connection with the Services. If you buy or subscribe to a paid Genmo Service, you agree to pay us the applicable fees, and any related sales taxes, fees, or other charges imposed by governmental authorities (“Taxes”), in U.S. Dollars or another currency we specify. Our pricing does not include Taxes, which are solely your responsibility. Payment can be made by credit card or other payment method(s) we specify, and you authorize us to charge your payment method for the full purchase amount and any Taxes. You represent and warrant that all payment information you provide is accurate, complete, and current, and that you have the legal right to use the payment method you provide to us or our payment processor. Your receipt of an email confirmation does not constitute our acceptance of an order or payment, or our confirmation of an offer to make Services available. Without limitation, we may terminate your access to paid Services if you fail to pay or you provide incorrect or out-of-date payment information.

3.2. Subscription Plans and Pricing. We may change our subscription plans or adjust Service pricing at any time in our discretion. Except as otherwise provided herein, price or subscription plan changes will take effect following reasonable notice to you. If you purchase a recurring Service subscription, we may store and continue billing your credit card or other payment method to avoid Service interruption. Subscriptions will not be processed until payment is received in full, and any payment processor holds on your account are solely your responsibility.

3.3. Upgrading Paid Services. If, as a paid Service subscriber, you upgrade to a higher tier of paid Service (an “Upgrade Tier”) before the end of the then-current subscription period, you authorize us to charge you for the difference between the fees and Taxes associated with the lower paid Service tier and the Upgrade Tier, for the remainder of the then-current subscription period.

3.4. Renewing and Cancelling. If you purchase a Service subscription, your subscription will automatically renew at the subscription period frequency referenced in your account profile (or if not designated, then monthly) at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and Taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription at least 3 days before the subscription period renewal date, using the cancellation method we make available through the Services.

3.5. No Subscription Refunds. Except as otherwise provided herein, payments for Service subscriptions are non-refundable and there are no credits for partially-used periods. However, following your cancellation of paid Services and subject to the other terms hereof, you will continue to have access to such paid Services through the end of the subscription period for which payment has already been made. Notwithstanding anything to the contrary, if Genmo suspends, deletes, or terminates your account or your access to or use of any Services (e.g., for your actual or suspected violation of these Terms), your access to paid Services will terminate immediately, regardless of whether you have paid for the then-current subscription period, and you will not be entitled to any refunds.

3.6. Payment Service Provider Terms. We use Stripe, Inc. and its affiliates as our third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Provider”). If you subscribe to any of our paid Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Payment Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize Genmo and Stripe to share any information and payment instructions you provide with one or more Payment Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

4. Your Use of the Services. Subject to and conditioned on your compliance with these Terms, you may use the Services we make available to you, on a limited, personal, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable basis, solely through the Site while these Terms remain in effect and solely for your personal, non-commercial use. Any other use of the Services by you is permitted only to the extent we expressly authorize such use in advance and in writing.

5. Intellectual Property.

5.1. Inputs and Outputs.

5.1.1. Generally. As part of using the Services, you may be able to upload, input, post, or submit information and materials (e.g., text prompts or media files) to the Services (“Inputs”), and to direct the Services to generate and make available to you information and materials (e.g., audiovisual files) based in whole or in part on your Inputs (“Outputs”).

5.1.2. Your Rights; License to Genmo. You retain any copyright and other proprietary rights you may hold in your Inputs and Outputs, subject to the licenses granted herein and any rights retained or reserved by Genmo. You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, assignable, and fully sublicensable (through multiple tiers) license, without attribution or additional consideration to you or any third party, to host, store, use, and exploit, and to reproduce, distribute, perform and display (publicly or otherwise), create derivative works based on, adapt, and modify, your Inputs and Outputs, in any format or media now known or hereafter developed, for any purpose, including to build, train, operate, enhance, and improve the Services and our other products, services, and technologies. You waive all “moral rights” and similar rights in your Inputs and Outputs and you represent and warrant that no such rights have been asserted in your Inputs or Outputs. For clarity, the rights granted to Genmo will survive any expiration or termination hereof. Genmo is not responsible, and you remain solely responsible, for your Inputs and Outputs (including their content, legality, accuracy, and completeness) and any use thereof. You will ensure, and are solely responsible for ensuring, that you have all necessary Consents (defined below) to make your Inputs available through the Services and to grant the rights granted herein.

5.1.3. Outputs; Commercial Use. We claim no ownership rights in or to your Outputs. Notwithstanding the foregoing, you acknowledge and agree that you will not use your Outputs for commercial purposes, except where you generated such Outputs during your active subscription term under a paid Services subscription that expressly authorizes the commercial use of such Outputs. For the avoidance of doubt, your Outputs are deemed not to include any Services or any underlying Genmo technologies, in whole or in part (e.g., Genmo’s AI models or their weights or parameters). You acknowledge that due to the nature of generative AI tools, other Service users may create and use their own output that is similar to or the same as your Output, for example, because such other users provided the same or similar inputs, and you agree that such other users can use their own individually-created outputs for their own purposes.

5.1.4. Consents. You represent, warrant, and covenant that you are authorized to grant the rights granted to Genmo herein and that you have obtained all rights, licenses, consents, and permissions necessary to grant such rights to Genmo (“Consents”) and for Genmo to exercise such rights, in each case without you or Genmo violating or infringing any Laws, third-party rights, or contractual terms. You must not provide Inputs through the Services in violation of the foregoing. You are responsible for and agree to pay any fees or charges owing to any person or entity as a result of you providing your Inputs or granting rights to us, or our exercise of the right granted herein. We reserve the right, in our discretion, to remove, screen, edit, or delete any of your Inputs or Outputs with or without notice and for any reason or no reason, including if we determine that you are violating these terms and regardless of whether you are a paid Service subscriber.

5.2. Sharing. We may provide tools that enable you to export or share Inputs, Outputs, or other information or materials to third-party websites and services. Genmo is not responsible for such websites or services, their terms and conditions of use, or any subsequent use of such Inputs, Outputs, or other information or materials.

5.3. Feedback. If you provide ideas, proposals, suggestions, or feedback regarding the Services or our business (e.g., product or service ideas, improvements, or names) (“Feedback”), you grant to Genmo the worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, assignable, and fully sublicensable (through multiple tiers) right, without attribution or additional consideration to you or any third party, to make, have made, share, create derivative works based on, use, sell, offer to sell, commercialize, and otherwise exploit such Feedback in any way and for any purpose. You acknowledge that such Feedback is not confidential, is provided unsolicited and without restriction, and does not impose any fiduciary or other obligation on Genmo or any Genmo Entity.

6. Our Proprietary Rights. GENMO, GENMO.AI, and genmo.ai are trademarks of Genmo Inc. in the United States and other countries (whether or not registered), and all other trademarks, service marks, trade names, logos, URLs, and domain names (collectively with GENMO and GENMO.AI, “Marks”) appearing or used in the Services, whether or not registered, are owned by Genmo, the Genmo Entities, or Affiliated Entities (defined below). The Services (including their “look and feel” (e.g., text, graphics, images, logos) and any proprietary content, information, or other materials we make available through the Services) and the Marks are protected under copyright, trademark, and other intellectual property Laws. You acknowledge and agree that (a) we and/or our licensors own all right, title, and interest (including all intellectual property rights) in and to the Services and Marks and you will not to take any action inconsistent with such ownership interests; and (b) we and our licensors reserve all rights in and to the Services and Marks. Except as otherwise expressly provided herein, neither we nor any Genmo Entity grant you a license or any other rights under any patents, know-how, copyrights, trade secrets, trademarks, or other intellectual property owned or controlled by us or any Genmo Entity.  UNAUTHORIZED USE OF THE SERVICES OR MARKS MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING FOR INFRINGEMENT.

7. Third-Party Services and Links.

7.1. Third-Party Services. The Services may include or provide access to third-party products, services, and materials (“Third-Party Services”). We are not responsible for Third-Party Services; we do not review or confirm their accuracy, appropriateness, or completeness, nor do we control or endorse them; and we do not make any representations or warranties regarding Third-Party Services or their providers. IF YOU ACCESS A THIRD PARTY’S WEBSITE OR SERVICES (INCLUDING THROUGH A LINK ON THE SITE), YOU DO SO AT YOUR OWN RISK.

7.2. Links. Although other sites and services may link to the Services, such linking does not imply our endorsement of or affiliation with such sites or services or their providers. We reserve the right to block links to or from any Inputs, Outputs, or Services at any time. If you link to the Services or any materials available through the Services, you agree to disable and remove such link(s) promptly upon our request.

8. Disclaimers and Limitations of Liability.

8.1. Disclaimers. We do not guarantee that the Services will be available at all times. The Services may experience hardware, software, or other failures, and we may need to perform Site or Services maintenance that may result in interruptions, delays, or errors. YOUR USE OF AND INTERACTION WITH THE SERVICES, ANY THIRD-PARTY SERVICES, OR ANY OUTPUTS (THE FOREGOING, COLLECTIVELY, “RESOURCES”), AND YOUR INTERACTIONS WITH OTHER SERVICE USERS, ARE AT YOUR OWN RISK. ANY RESOURCES ARE MADE AVAILABLE TO YOU “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO AND DISCLAIM ALL WARRANTIES WITH RESPECT TO THE RESOURCES, INCLUDING THAT THEY WILL BE UPDATED, ACCURATE, COMPLETE, SECURE, TIMELY, OR ERROR-FREE, AND ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUALITY. WITHOUT LIMITATION, NEITHER WE NOR ANY GENMO ENTITY REPRESENTS OR WARRANTS THAT YOU ARE OR WILL BE DEEMED THE LEGAL OWNER OF ANY OUTPUT, THAT ANY INPUT OR OUTPUT IS PROTECTABLE BY INTELLECTUAL PROPERTY OR OTHER RIGHTS, OR THAT ANY OUTPUT DOES NOT INCORPORATE, INFRINGE, MISAPPROPRIATE, OR VIOLATE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES OR ANY INPUT OR OUTPUT.

8.2. Limitation of Liability. NEITHER GENMO NOR ANY GENMO ENTITY WILL BE RESPONSIBLE OR LIABLE FOR: (A) PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS OR USE OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES) OF INPUTS OR OUTPUTS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY THEREOF; OR (B) ANY INFORMATION OR MATERIALS THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH THE SERVICES (INCLUDING ANY INPUTS OR OUTPUTS). WITHOUT LIMITATION, WE WILL NOT BE RESPONSIBLE OR LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE RESOURCES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY RESOURCES IS TO STOP USING THEM. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH THE RESOURCES OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL BE FIFTY U.S. DOLLARS ($50.00). THE FOREGOING LIMITATIONS (I) WILL APPLY EVEN IF THE AFOREMENTIONED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND (II) DO NOT APPLY TO LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR (2) INJURY CAUSED BY OUR FRAUD OR FRAUDULENT MISREPRESENTATION.

8.3. Application. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MADE ON BEHALF OF GENMO, THE OTHER GENMO ENTITIES, AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”). The Laws of certain jurisdictions may not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. To the extent such Laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

9. Representations and Warranties. You represent, warrant, and covenant that your account information and your Inputs are true, accurate, and complete (and you will maintain their accuracy and completeness and promptly update them if they change), and that your Inputs, Outputs, and Feedback, and their collection, use, and retention, will not violate any Laws or third-party rights.

10. Indemnification. You agree to defend, indemnify, and hold harmless Genmo, the Genmo Entities, and the Affiliated Entities from and against all claims, actions, losses, damages, costs, liabilities, demands, and expenses (including reasonable attorneys’ fees and expenses) (“Claims”) arising out of or related to: (a) your use of, or activities in connection with, the Services or any other Resources; (b) your Inputs and Outputs; (c) the infringement, misappropriation, or violation of the intellectual property or other rights of any third party by you or by any Inputs or Outputs or the use thereof; or (d) your violation or alleged violation of these Terms or any Laws. We reserve the right, at your expense, to assume the exclusive defense and control of any Claim for which you are required to provide indemnification hereunder, and you agree to cooperate, at your expense, with our defense and settlement of such Claims. We will use reasonable efforts to notify you of any such Claim of which we become aware.

11. Term and Termination. These Terms are effective until terminated by Genmo. We may terminate these Terms and/or suspend or terminate your access to or use of the Services, your Credentials or account, or any Inputs, Outputs, or other information or materials associated with any of the foregoing, in each case, in whole or in part, at any time and without notice, including where: (a) we believe you have violated or acted inconsistently with the letter or spirit of these Terms; (b) we are required to do so to comply with any Law, legal requirement, court order, or law enforcement activity; or (c) your conduct causes or could cause harm, liability, or loss to Genmo, any Genmo Entity or Affiliated Entity, or any third party (including other Service users). Upon any such termination or suspension, your right to use the Services, including to access any Inputs or Outputs through the Services, will immediately cease; any rights granted to you hereunder will immediately terminate; and we may, without liability to you or any third party, immediately and temporarily or permanently deactivate or delete your Credentials or account and all associated Inputs, Outputs, or other materials, without any obligation to provide further access thereto. We, the Genmo Entities, and the Affiliated Entities will not be liable for, and you hereby waive any claims against the foregoing with respect to, any termination or suspension. Sections 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15, and any other provision that, by its terms, is intended to survive expiration or termination, will survive any expiration or termination of these Terms. Except as otherwise expressly provided herein, no remedy is intended to be exclusive of any other remedy, and each remedy will be cumulative and in addition to every other right or remedy provided herein or otherwise available.

12. Arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GENMO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

12.1. Generally. Except as described in Sections 12.2 and 12.3 below, you and Genmo agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

12.2. Exclusions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.

12.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 12 within 30 days after the date you agree to these Terms, by sending a letter to us at 2261 Market Street STE 5329, San Francisco, CA 94114, Attention: Legal Department – Arbitration Opt-Out, that specifies: your full legal name, the email address associated with your Services account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once we receive your Opt-Out Notice, this Section 12 will be void as to you, and any action arising out of these Terms will be resolved as set forth in Section 13 below. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

12.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at http://www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Genmo.

12.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, by electronic mail (“Notice of Arbitration”). Genmo’s physical address for notice is: 2261 Market Street STE 5329, San Francisco, CA 94114. The Notice of Arbitration must: (a) identify the name or account identifier of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or we may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Genmo will reimburse you for your payment of the filing fee, unless your claim is for more than U.S.$10,000 or if we have received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

12.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Genmo must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

12.7. Arbitration Relief. Except as provided in Section 12.8 below, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Genmo before an arbitrator was selected, Genmo will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award will be final and binding on all parties, except (i) for judicial review expressly permitted by Law or (ii) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

12.8. No Class Actions. YOU AND GENMO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Genmo agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

12.9. Modifications to this Arbitration Provision. If we make any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your account with us will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

12.10. Enforceability. If Section 12.8 above or the entirety of this Section 12 is found to be unenforceable, or if we receive an Opt-Out Notice from you, then the entirety of this Section 12 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to these Terms.

13. Governing Law and Venue. These Terms are governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to these Terms will be exclusively the state and United States federal courts located in San Francisco County, California, and both parties submit to the personal jurisdiction of those courts.

14. Repeat Infringer Policy; Copyright Complaints. In accordance with the Digital Millennium Copyright Act and other applicable Laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that any part of our Services, or any other users’ Inputs or Outputs, infringe any copyright that you own or control, you may notify our Designated Agent as follows:

      Designated Agent: Genmo, Inc Attn: Legal Department

      Address: 2261 Market Street STE 5329, San Francisco, CA 94114

      Email Address: [email protected]

Please see 17 U.S.C. §512(c)(3) (available at https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section512&num=0&edition=prelim) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable to us for certain costs and damages.

15. Miscellaneous.

15.1. General. Except as otherwise expressly stated herein, these Terms are the entire agreement between you and Genmo relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms, we may replace it with similar terms to the extent enforceable under the relevant Laws, and such finding will not affect the validity and enforceability of any remaining provision. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Notices to you, including notices of changes to these Terms, may be made via posting to the Site or Services or by email (in each case, including via links), regular mail, or any other reasonable means.

15.2. Assignment. You may not assign, transfer, or sublicense these Terms or your rights or obligations hereunder without our express prior written consent. We may assign, transfer, or sublicense these Terms and any or all of our rights or obligations hereunder, without restriction.

15.3. Government Users. Any products or services available through the Services and any related documentation are, respectively, “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined and used in 48 C.F.R. §2.101, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, licensed subject to the limitations of 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.

15.4. Errors. The Services may contain typographical errors, inaccuracies, or omissions, including regarding Service descriptions, pricing, and availability. We reserve the right to correct the foregoing and to change or update information on the Services at any time, without prior notice.

15.5. Contact Us. If you have a question, comment, or complaint regarding the Services, you may contact us at [email protected]. Email communications will not necessarily be secure; accordingly, you should not include credit card or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

15.6. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we are required to notify you that parental control protections (e.g., computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Genmo does not endorse any of the listed products or services.

15.7. Force Majeure. Without limitation, we will not be liable hereunder by reason of any failure or delay in providing Services or our obligations due to events beyond our reasonable control, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, equipment, resource, material, or labor shortages, and judicial or government action.

15.8. Export Control. Without limitation: (a) you represent that (i) you are not located in, or a resident or a national of, any country that is subject to a U.S. government embargo or other restriction, that the U.S. government has designated as a “terrorist supporting” country, or for which the United States or any other relevant jurisdiction requires an export license or similar governmental approval (“Restricted Country”); and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List (a “Restricted Party”); and (b) you shall not export or re-export any Service(s) to any Restricted Country or Restricted party.

15.9. Electronic Communications. You hereby consent to receive electronic communications from us (in lieu of any hard-copy communications) and you agree that these Terms and all agreements, notices, disclosures, and other communications we provide to you electronically, whether via email or messaging or through the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR THROUGH THE SERVICES. You hereby waive any rights or requirements under Laws that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

15.10. Third-Party Beneficiaries. Each Genmo Entity is an intended third-party beneficiary to these Terms with the full right to enforce the terms hereof. There are no other third-party beneficiaries to these Terms.