GENVIS

Terms & Conditions

Last updated: 13 July 2020

Introduction

These Terms of Service - Cloud ("Terms") apply to GenVis customers accessing and using GenVis Cloud Products, Software (including but not limited to Mothership, Hallo, Zero, Kudo, Ion, and Milli) and features (collectively “Our Services”) where access is provided via the Cloud.

This Agreement outlines the rules and regulations to be agreed in order to use Our Services and cover Your use of and access to Our Services, including during trials.

Please take the time to read this Agreement carefully as it includes important information about Your legal rights and obligations, payments, Account renewals, warranty disclaimers and limitations of liability.

Our Terms of Service - Cloud are straight forward but if You have any questions, concerns or suggestions feel free to contact Us at support@genvis.co

By using or accessing Our Services, You are agreeing to these Terms.

If You are an organisation using Our Services, You are agreeing to this Agreement on behalf of that organisation, and You represent and warrant that You can do so. References to “You”, "Your” and similar terms are construed accordingly in this Agreement. If You don’t agree to all the Terms in this Agreement, You may not use or access Our Services.

References to “GenVis”, “Us”, “We” and “Our” mean Genvis Pty Ltd accordingly.

  1. Eligibility
    1. You may use Our Services only if You can form a binding contract with GenVis, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
    2. Our Services are not intended for, and should not be used by anyone under the age of 16. You are responsible for ensuring that all Users are at least 16 years old.
    3. Any use or access to Our Services by anyone under 16 who is not directly supervised by an adult is strictly prohibited and in violation of this Agreement.
    4. By using Our Services, You represent and warrant that You have the full right, power and authority to enter into this Agreement and to fully perform all of Your obligations hereunder. You further represent and warrant that You are under no legal disability or contractual restriction that prevents You from entering into this Agreement.
  2. Our Services
    1. Our Services encompass software that is designed to analyse, extract and summarise intelligence from previously recorded video footage, live camera feeds and other data sources.
    2. Our Services are compatible with the following modern browsers for desktop:
      1. Google Chrome

      2. Firefox

      3. Safari

      4. Internet Explorer 11

  3. Access to Our Services
    1. To use Our Services, You are required to create an Account. You agree to provide Us with accurate, complete and up-to-date information for Your Account.
    2. Access to Our Services is provided once and from the date an Account is created.
    3. You may access Our Services as instructed by GenVis through a combination of usernames and passwords. Confidentiality and protection of all passwords is Your responsibility and You agree that You will be entirely responsible for maintaining the confidentiality of the password(s) assigned to You and will be solely responsible for any and all activities made under Your Account.

      In the event that, or where You reasonably suspect that a password is lost, stolen, disclosed to an unauthorised third party, or in any other way is compromised, You agree to notify GenVis immediately. We recommend that You should use the password reset feature as soon as You suspect this has occurred.

      You indemnify GenVis from and against all damages, penalties, costs and expenses incurred by You, resulting from a failure to comply with these specified security measures.

    4. Three types of Accounts are available; Prepaid, PAYG and Trial:
      1. A Prepaid Account provides You with full access to use Our Services. Use of Prepaid Accounts attract fees and charges as detailed in sections 13 and 14 of these Terms of Service - Cloud. Prepaid Accounts once established remain active ongoing until You elect to close the Account by advising via the “Cancel Account” option within Our Services.

      2. PAYG (Pay As You Go) Accounts provide You will full access to use Our Services. At the end of each billing cycle you will be charged for the Services delivered to and consumed by You.

      3. A Trial Account provides You with access to Our Services for the purpose of demonstrating and/or trialling the software. Trial Accounts attract fees that are agreed and formalised via our Technology Trial Agreement or Zero Trial Agreement.

  4. Using Our Services
    1. You and Your Personnel agree to:
      1. use Our Services in accordance with these Terms solely for your own business purposes where you have the legal right to do so and;

      2. not resell or make Our Services available to any third party, or otherwise commercially exploit Our Services.

    2. When accessing Our Services, You and Your Personnel agree to:
      1. not impersonate another Person or misrepresent authorisation to act on behalf of others or Us;

      2. not attempt to undermine the security or integrity of the Underlying Systems;

      3. not use, or misuse Our Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other User to use Our Services;

      4. not attempt to view, access or copy any material or Data other than:

        1. that which You are authorised to access; and

        2. to the extent necessary for You to use Our Services in accordance with these Terms;

      5. neither use Our Services in a manner, nor transmit, input or store any Data, that breaches any third party rights (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and.

      6. not access or use Our Services for benchmarking or similar competitive analysis purposes, or reverse engineer Our Services in order to build or inform a competitive product or service.

    3. Without limiting clause 4.2, only You may access or use Our Services. You may authorise other individuals including any member of Your Personnel to be a Permitted User, by adding a user account for each user. If this function is to be performed by GenVis, You must provide Us with the Permitted User’s name and other information that We reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 4.1 and 4.2 and any other reasonable condition notified by Us to You.
    4. Every Account includes a number of Users in accordance with the Services and Products to which You have subscribed or agreed. For an additional fee You can add more users to your Account at any time via account settings.
    5. Our Services include an optional feature that allows You to manage multiple Permitted Users with the Roles and Permissions that:
      1. requires Users to be designated by Administrators; and

      2. allow Users to sign up for individual Accounts which can become associated with teams or organizations at a later time.

      You are responsible for understanding the settings and controls for Our Services and for controlling whom You allow to become a Permitted User.

    6. You are responsible for the activities of all Your Permitted Users, including any Account changes they may make and how they use Your Content, even if they are not from Your organization or domain.

      We may display Our Terms of Service - Cloud to Permitted Users at sign up, Account creation or in-product.

    7. A breach of any of these Terms by a Permitted User authorised by You is deemed to be a breach of these Terms by You.
    8. You are responsible for procuring all authorisations and consents required for You and Permitted Users to use Our Services, including to ingest, use, store and input Data into, and process and distribute Data through, Our Services.
  5. System Requirements and Performance Expectations
    1. You acknowledge that Our Services will not be accessible without;
      1. a PC, smartphone or tablet;

      2. a working network connection at Your property or place of business that is positioned to communicate reliably with our Services; and

      3. to access real-time video analytics, at least one security camera at Your property or place of business that You will connect to our Services

    2. You acknowledge that You are responsible for all internet access and network charges.

      You also acknowledge that You are responsible for compliance with all applicable agreements, terms of use/service and other policies of Your internet provider.

      Please check with Your internet provider for information on possible internet data usage charges.

    3. You agree that it is Your responsibility to ensure that You have all the required elements as outlined in 5.1, in order to operate our Services and You acknowledge that they may not work if these requirements have not been met.
    4. You acknowledge that the performance and outputs of our Services may vary from device to device and may be affected by a variety of factors, such as but not limited to:
      1. the type and quality of the video, data or media file uploaded;

      2. the type of camera used;

      3. the angle and position of the camera;

      4. the time of day or night;

      5. Your location; and

      6. the quality of Your network connection.

  6. Data, Content and Intellectual Property
    1. By accessing Our Services You may provide Us with information or Data, including without limitation text, photos, images, audio, video and any other materials (“Content").
    2. You own Your Content and We do not claim ownership of Your property rights in Your Content.

      However, by purchasing or using Our Services, You give Us the right, without any compensation or obligation to You, to access and use Your Content for the limited purpose of providing Our Services to You, protecting You, improving Our Services, developing new products and services, and as otherwise set out in these Terms of Service and in Our Privacy Policy.

    3. You agree that You will not upload, share, distribute or broadcast any Content captured, produced or created by Our Services to any Social Media site including but not limited to Facebook, Instagram, Twitter, YouTube, LinkedIn, Pinterest and Google, or do anything to infringe the privacy rights of others.
    4. Without limiting clause 6.3 You agree that You are solely responsible for all Content that You share, upload, post, email, transmit or otherwise disseminate using, or in connection with Our Services.

      You represent and warrant that You own all rights to Your Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license Your Content via Our Services and in the manner required by this Agreement.

      You represent and warrant that the sharing and use of Your Content on or through Our Services does not violate the privacy rights, publicity rights, contract rights, Intellectual Property Rights or any other rights of any person.

    5. If We use Your Content in the ways described in this Agreement, You represent and warrant that such use will not infringe or violate the privacy rights of any third party including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other Intellectual Property or proprietary rights

      You indemnify Us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Content infringes the privacy rights of that third party.

    6. You acknowledge that:
      1. We may require access to Your Content to exercise Our rights and perform Our obligations under these Terms; and

      2. to the extent that this is necessary, We may authorise a member or members of Our Personnel to access the Content for this purpose.

    7. You acknowledge and agree that We may access, use, preserve and/or disclose Your Content to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if We have a good faith belief that such access, use, preservation or disclosure is reasonably necessary to:
      1. comply with applicable law, regulation, legal process or reasonable governmental request;

      2. enforce these Terms, including investigation of any potential violation thereof;

      3. detect, prevent or otherwise address security, fraud or technical issues; or

      4. protect the rights, property or safety of Our Services, its Users, a third party, or the public as required or permitted by law.

    8. Title to, and all Intellectual Property Rights in Our Services and all Underlying Systems is and remains Our property.

      You agree that this Agreement does not grant You any right, title or interest in Our Services, Our trademarks, logos or other brand features, Intellectual Property or trade secrets.

      You agree not to contest or dispute that ownership, or the validity of those Intellectual Property Rights and You agree not to change, translate or otherwise create derivative works of Our Services.

  7. Facial Recognition Data
    1. Y Our Services include optional product features that utilise facial recognition technology. This feature generates and collects sensitive information, which is limited to:
      1. biometric information that is used for the purpose of automated biometric verification or biometric identification; or

      2. biometric templates.

      When activated at Your request, these features can be used to generate identifying markers such as facial signatures of individuals where You have the legal right or permission to do so. This information can then be used by Our Services to identify individuals when they appear in video footage and live camera streams.

      This information is collected and stored only when requested by Our Customers and no other forms of sensitive information are collected, processed or stored by Our Services.

    2. You understand and agree that You are responsible and liable for reviewing any local laws and regulations relating to the use of Our Services for the purposes of creating Facial Recognition Data, and for familiarising any Permitted Users accordingly.
    3. You agree to:
      1. use Our Services in compliance with such laws and regulations; and

      2. in the event the Facial Recognition Data includes personally identifiable information of individuals under 16 years old, obtain parental / legal guardian consent before such collection of Facial Recognition Data.

  8. Feedback and Betas
    1. We welcome Your feedback, ideas, comments or suggestions (“Feedback”). If You provide Us Feedback relating to Our Services You agree that:
      1. We may use Your Feedback without any restriction or obligation to You, even after this Agreement is terminated;

      2. all Intellectual Property Rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by Us; and

      3. We may use or disclose the Feedback for any purpose.

    2. As part of the development of Our Services, We may offer certain additional features of Our Services to You at no charge including pre-release or beta version features.

      Those features will be marked accordingly and Your use of these features may be subject to additional terms that We specify.

      These features may not be as reliable as Our other Services and You understand that any pre-release and beta features are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than Our other Services.

      We may modify or terminate Your right to use these features at any time and for any reason in Our sole discretion, without liability to You.

    3. As part of Our Services, We may provide content for demonstration purposes, including without limitation text, photos, images, graphics, audio and video (“Demo Content”). You agree that You may not distribute, publicly display, publicly present, share or otherwise publish Demo Content.
    4. We are always striving to improve Our Services. In order to do so, We use generated data to better understand how Our Services are being used. You acknowledge and agree that:
      1. We may:

        1. use Your Content and information about Your use of Our Services to generate anonymised and aggregated statistical and analytical data (Insights Data); and

        2. use Insights Data for Our internal research and Product development purposes and to conduct statistical analysis and identify trends and insights; and

      2. Our rights under clause 8.4a above will survive termination of expiry of the Agreement; and

      3. title to, and all Intellectual Property Rights in, Insights Data is and remains Our property.

  9. Provision of Our Services and Our Rights
    1. We must use reasonable efforts to provide Our Services:
      1. in accordance with these Terms and Australian law;

      2. exercising reasonable care, skill and diligence; and

      3. using suitably skilled, experienced and qualified Personnel.

    2. Our provision of Our Services to You is non-exclusive and nothing in these Terms prevents Us from providing Our Services to any other Person.
    3. We must use reasonable efforts to ensure Our Services are available on a 24 hours a day, 7 days a week basis. However, it is possible that on occasion Our Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.

      We must use reasonable efforts to publish on Our Website or notify You by email in advance, details of any unavailability.

    4. We reserve these rights, which We may exercise at any time and in Our sole discretion, and without liability or notice to You (except where prohibited by applicable law):
      1. We may change parts or all of Our Services;

      2. We may suspend or discontinue parts or all of Our Services;

      3. We may terminate, suspend, restrict or disable Your access to or use of parts or all of Our Services;

      4. We may change Our eligibility criteria to use Our Services

  10. Third Party Services
    1. Our Services, at Your request, may be integrated with various Third Party Services and applications (collectively, “Third Party Services”) that may make available to You their content and Products. Examples of Third Party Services that may be integrated include security and surveillance providers, CCTV camera operators and other integration partners and service providers.
    2. You acknowledge that GenVis may link to Third Party Services that are connected or relevant to Our Services and any such link does not imply that We endorse, approve or recommend, or have responsibility for the Third Party Services.
    3. Third Party Services may have their own Terms and policies, and Your use of them will be governed by those Terms and policies. You agree that We are not liable for Third Party Services or for any transaction You may enter into with them, or for what they do. You agree that Your security when using Third Party Services is Your responsibility. You also agree that We may, at any time and in Our sole discretion, and without any notice to You, suspend, disable access to or remove any Third Party Services. We’re not liable to You for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, Data, goodwill or other intangible losses You may experience as a result (except where prohibited by applicable law).
    4. Amazon Web Services (AWS) is our cloud partner who provides cloud based hosting infrastructure to deliver Our Services, and to host our servers and databases. Handling and storage of Your data by AWS is done exclusively in your local region, and Your data remains localised and is never moved outside of that region.
  11. Privacy and Security
    1. Our Privacy Policy explains how We collect, use and share Your Personal Information for Our own purposes. By using Our Services, You confirm that You have read and understood Our Privacy Policy. Please note however that Our Privacy Policy is not a contractual document and does not form part of this Agreement and We may change it from time to time.
    2. You agree and warrant that You are solely responsible when using Our Services for complying with applicable data protection, security and privacy laws and regulations, including any notice and consent requirements.
    3. We implement security procedures designed to help protect Your Content from security attacks. For further information please refer to the GenVis Security Program.
  12. Standard Fees and Charges
    1. Our Services and Products are provided as a service with Prepaid, PAYG and Trial Plans available for purchase.
    2. Prepaid plans are billed and charged in full at the time of purchase and to be consumed within a 12 month period.
    3. PAYG Accounts are charged at the end of each billing cycle for the Services delivered to and consumed by You.
  13. Add On Services
    1. Optional Services (“Add Ons”) are available for purchase with Your Account and include services such as extended storage and premium support services.
    2. Add Ons can be added to Your Account, will be charged from the date added, billed at the end of the month and will remain in effect until cancelled or terminated in accordance with these Terms.
    3. You may cancel Add Ons at any time.
  14. Trials
    1. Trials of our Services and Products may be made available to Customers on request. The costs of a Trial will be subject to negotiation between GenVis and the Customer at the time of the request and will be based on a range of factors including, but not limited to, size, scope and length of trial.
    2. Trials are offered to Customers at the sole discretion of GenVis.
  15. Data Storage
    1. GenVis stores Your Content for 3 months from the date of collection unless otherwise agreed.
    2. Extended data storage options are available as Add Ons and will attract additional fees.
  16. Users
    1. Your Account will provide access to Our Services for a number of Users in accordance with the Services and Products to which You have subscribed.
    2. Additional Users are available as an Add On that You can elect to be added to Your Account.
  17. Support
    1. We provide You Support for Our Services in accordance with the Services and Products You have subscribed to, the Add Ons you have chosen or the agreements made via Trial Agreements.
    2. Standard Support for all Our Services includes:
      1. Self-Service Support available 24/7 via www.genvis.co

      2. Email Support available 24/7 via support@genvis.co

      3. Phone Support available 8am - 6pm (AWST) Monday - Friday

    3. Optional additional Support services are available which You can elect to be added to Your Account as Add Ons including:
      1. Priority Support which includes:

        1. Phone Support available 24/7; and

        2. Account Manager Support

      2. Premium Support

        1. Phone Support available 24/7; and

        2. Account Manager Support

        3. Support via a Dedicated Support Manager (maximum 10 hours per month)

        4. Support via a Technical Support Manager (maximum 5 hours per month)

  18. Billing and Invoicing
    1. To access Our Services via a Prepaid or PAYG Account You are required and agree to provide current, complete and accurate billing and credit card information, and You authorise GenVis to charge this credit card for all services purchased, unless otherwise agreed in writing with GenVis.
    2. If Your credit card changes You must promptly update all billing information (such as billing address, card number and expiration date) to keep the Account current, complete and accurate.

      If Your credit card is lost or stolen, You agree to promptly notify GenVis.

    3. To ensure We are able to provide You with an uninterrupted service, We will automatically bill You for all services on a monthly Billing Cycle. Your GenVis bill for the previous month is finalized at the beginning of each new month. Shortly after, the bill is charged to your default payment method, usually between the third and the fifth day of the month.
    4. You authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Our current Payment Processor is Stripe and Your payments are processed by Stripe in accordance with Stripe’s Services Agreement and Global Privacy Policy in addition to this Agreement.
    5. In the event that We and Our Payment Processor attempts to bill You and the payment fails, We will make two (2) further attempts to recover the owed amount.

      Where a payment fails due to the expiration of Your nominated credit card, You authorise GenVis to obtain or determine updated or replacement expiration dates for the credit card.

      GenVis reserves the right to charge any renewal card issued to You to the same extent as an expired card.

    6. In the event Your Account remains unpaid and payment is not received from Your credit card issuer, We reserve the right to suspend or cancel Your account and access to Our Services.

      You agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance.

    7. In certain instances, the issuer of a credit card may charge You a foreign transaction fee or related charges, which You will be responsible to pay. You are advised to check with Your bank and credit card issuer for details.
    8. Payment against invoice. If you are paying by invoice, we will invoice you no more than 10 days after the end of your Billing Cycle. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice.
    9. Our Services provide a link to a printable tax invoice for each monthly charge for Your Account. To access Your invoices, visit the Billing Details page of Your Account and click on the date of the invoice You wish to view. The link will take You to a printable invoice page for that specific date.
    10. All fees are exclusive of goods and services tax (GST) and will be collected as required, in accordance with Australian Taxation Law and detailed on Your monthly invoice.
    11. To access Our Services via a Trial Account You are required and agree to provide current, complete and accurate billing information and pay GenVis the fees that are agreed and formalised via our Trial Agreement.
    12. We may increase the Fees by giving at least 30 days’ notice. If You do not wish to pay the increased Fees, You may cancel any Add On or terminate these Terms and Your right to access and use Our Services. If You do not terminate these Terms and Your right to access and use Our Services in accordance with this clause, You are deemed to have accepted the increased Fees.
    13. While You may cancel Our Services and any Add Ons at any time, We will not issue a refund except in Our sole discretion, or if legally required. You will immediately lose all access to Our Services and any data or information stored within Your Account.
  19. Warranties
    1. Each party warrants that it has full power and authority to enter into, and perform its obligations under these Terms.
    2. To the maximum extent permitted by applicable law:
      1. Our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded;

      2. We make no representation concerning the quality of Our Services which are provided “as is” and “as available”; and

      3. We do not promise that Our Services will:

        1. meet Your requirements or be suitable for a particular purpose, including that the use of Our Services will fulfil or meet any statutory role or responsibility You may have; or

        2. be timely, uninterrupted or error free.

      No advice or information, whether oral or written, obtained by You from GenVis, shall create any warranty.

    3. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, Our liability for any breach of that condition or warranty is limited, at Our option, to:
      1. supplying Our Services again; and/or

      2. paying the costs of having Our Services supplied again.

    4. You may have other statutory rights and nothing in this Agreement affects Your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.
  20. Limitation of Liability
    1. You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will GenVis and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to Our Services or this Agreement for:
      1. any consequential, indirect, special, incidental, exemplary, punitive or consequential damages, or special damage or loss of any kind;

      2. any loss of profits, revenue, Data, goodwill or other intangible losses;

      3. any damages related to Your access to, use of or inability to access or use parts, some or all of Your Account or parts or all of Mothersip, including without limitation interruption of use or cessation or modification of any aspect of Our Services;

      4. any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or unauthorized alteration of, any content, information or Data;

      5. any Content or other conduct or content of any User or third party using Our Services, including without limitation defamatory, offensive or unlawful conduct or content.

    2. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of GenVis for all claims arising out of or related to Our Services and this Agreement exceed the greater of twenty dollars ($20 AUD) or the amounts paid by You to GenVis in the twelve (12) Months immediately preceding the event that gave rise to such claim.
    3. Clauses 20.1 and 20.2 do not apply to limit Our liability under or in connection with these Terms for:
      1. personal injury or death;

      2. fraud or wilful misconduct.

    4. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its Personnel.
    5. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms of Service.
  21. Indemnification
    1. To the fullest extent permitted by law, You agree to indemnify and hold harmless GenVis and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to:
      1. Your breach of this Agreement;

      2. Your Content;

      3. Your violation of any law or regulation or the rights or good name of any third party.

  22. Term, Termination and Suspension
    1. This Agreement will remain in effect until terminated by either You or Us.
    2. These Terms and Your right to access and use Our Services on the Start Date and continues until either You or We terminate Your Account.
    3. You may terminate this Agreement at any time by closing Your account.
    4. Either party may terminate these Terms and Your right to access and use Our Services if the other party:
      1. breaches any material provision of these Terms and the breach is not:

        1. remedied within ten (10) days of the receipt of a notice from the first party requiring it to remedy the breach; or

        2. capable of being remedied;

      2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

    5. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
    6. On termination of these Terms, You must pay all Fees for the provision of Our Services prior to that termination.
    7. No compensation is payable by Us to You as a result of termination of these Terms for whatever reason, and You will not be entitled to a refund of any Fees that You have already paid.
    8. At any time prior to one Month after the date of Account termination, You may request:
      1. a copy of any of Your Content stored using Our Services, provided that You pay Our reasonable costs of providing that copy. On receipt of that request, We must provide a copy of the Content in a common electronic form. We do not warrant that the format of the Content will be compatible with any Software; and/or

      2. deletion of Your Content stored using Our Services, in which case We must use reasonable efforts to promptly delete that Content.

      To avoid doubt, We are not required to comply with clause 22.8a to the extent that You have previously requested deletion of the Data.

    9. Without limiting any other right or remedy available to Us, We may restrict or suspend Your access to and use of Our Services and/or delete, edit or remove the relevant Content if We consider that You or any authorised Permitted User has:
      1. undermined, or attempted to undermine the security or integrity of Our Services or any Underlying Systems;

      2. used, or attempted to use Our Services:

        1. for improper purposes; or

        2. in a manner other than for normal operational purposes, that materially reduces the operational performance of Our Services;

      3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

      4. otherwise materially breached these Terms.

    10. All sections of this Agreement that by their nature should survive termination, shall survive termination.
  23. Applicable Law and Disputes
    1. These Terms of Service are governed by and interpreted in accordance with the laws of Western Australia, and the courts of Western Australia will have exclusive jurisdiction in respect of any dispute which may arise.
    2. Before filing a claim or complaint against GenVis, You agree to attempt to resolve the dispute by first emailing support@genvis.co with a description of Your claim. Upon receipt of any email containing details of a claim, We will look to resolve the dispute within thirty (30) days informally by following up via email, phone or other methods. If We are unable to resolve the dispute, You are able to commence formal action.
  24. Additional Terms
    1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
    2. No Person other than You and Us has any right to a benefit under, or to enforce these Terms.
    3. For Us to waive a right under these Terms, that waiver must be in writing and signed by Us.
    4. If We need to contact You, We may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to Us under or in connection with these Terms via Our Services or by emailing support@genvis.co
    5. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on You.
    6. Any variation to these Terms must be in writing and signed by both parties.
    7. These Terms set out everything agreed by the parties relating to Our Services, and supersede, replace and cancel anything discussed, exchanged or agreed prior to the Start Date. You agree that You have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
    8. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without Our prior written consent, that consent not to be unreasonably withheld. You remain liable for Your obligations under these Terms despite any approved assignment, subcontracting or transfer.
    9. Our failure to enforce any provision of this Agreement is not a waiver of Our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting Our intent as closely as possible.

      We may delegate, transfer or assign this Agreement or some or all of Our rights and obligations hereunder, in Our sole discretion, to any of Our affiliates or subsidiaries or to any purchaser of any of Our business or assets associated with Our Services, with thirty (30) days prior written notice.

    10. We may modify this Agreement from time to time, notifying You of the change by email, via Our Services or by posting a notice on Our Website. We will always post the most current version of these Terms on Our site. Unless stated otherwise, any change takes effect from the date set out in the notice. Modifications will never apply retroactively.

      You are responsible for ensuring You are familiar with the latest Terms. By continuing to access and use Our Services from the date on which the Terms are changed, You agree to be bound by the changed Terms.

      If You disagree with Our changes, then You should stop using Our Services and cancel Your Account.

    11. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.
  25. Definitions and Interpretations

    Account: means an established relationship between You and GenVis. An Account is assigned a username, password, and other information. An Account is required to access Our Services.

    Add Ons: means additional Services offered by GenVis that are optional in nature and can be “added on” to the base Service / Product at the choice of a User. Add Ons attract additional Fees.

    Agreement: means a legally binding arrangement between You and Us as outlined in this document.

    Analytical Data: means anonymised and aggregated statistical, analytical and historical Data developed by GenVis and used to support decision making and/or research.

    Billing Cycle: means the interval of time from the end of one invoice statement date to the next statement date.

    Billing Date: means the date Your bill is issued.

    Cloud / Cloud Based: means stored, managed, and processed on a network of remote servers hosted on the Internet, rather than on local servers or personal computers.

    Content: means Data or information, including without limitation text, photos, images, audio, video and any other materials uploaded to Our Services by a User.

    Data: means all content and information (including Personal Information) owned, held, used or created by You or on Your behalf that is stored using, or inputted into Our Services.

    Demo Content: means the content (text, photos, images, audio, video and any other materials) uploaded by GenVis to facilitate the demonstration of Our Services.

    Facial Recognition Data: means facial recognition data or image recognition data created and collected through Our Services.

    Feedback: means ideas, comments, suggestions, information or reactions provided by You to GenVis in relation to Your experience of Our Services.

    Fees: means the applicable costs of Our Services as set out in these Terms, on Our Website or as agreed otherwise in writing between You and Us.

    Force Majeure: means an event that is beyond the reasonable control of a party, excluding:

    • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
    • a lack of funds for any reason.

    GenVis, We, Us and Our: means GenVis Pty Ltd.

    Insight Data: means anonymised and aggregated statistical, analytical and historical Data developed by GenVis and used to support artificial intelligence / machine learning, decision making and/or research.

    Intellectual Property: means intangible property that is the result of creativity, such as patents, copyrights, etc. Includes any enhancement, modification or derivative work of the Intellectual Property.

    Intellectual Property Rights: includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, Data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.

    Objectionable: includes being Objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way

    Month: refers to each of the twelve named periods into which a Year is divided and in these Terms means a period of time between the same dates in successive calendar Months.

    Our Services: means Our websites, products, software (Zero), applications and features made available to You

    Payment Processor: means the third party employed by GenVis to manage payment processing.

    Permitted User: means an individual who is authorised by You to access and use Our Services.

    Person: includes an individual, a body corporate, an association of Persons (whether corporate or not), a trust, a government department, or any other entity.

    Personal Information: means information about an identifiable, living Person.

    Personnel: includes officers, employees, contractors and agents..

    Pro Rata: Proportionate allocation or distribution of the communicated and agreed costs for billing purposes.

    Product/s: means any Software or hardware owned and provided by Us (and Our licensors) that is used to provide Our Services.

    Social Media: Social media are interactive computer-mediated technologies that facilitate the creation and sharing of information, ideas, career interests and other forms of expression via virtual communities and networks.

    Software: means the Software distributed by GenVis.

    Start Date: means the date that You first access/use the Service.

    Taxes: means a compulsory contribution to state revenue, levied by the government on workers' income and business profits, or added to the cost of some goods, services, and transactions.

    Third Party Services: means services that are provided by a supplier or service provider who is not directly controlled by Us or You, and is most likely a separate company or entity.

    Terms: means the conditions that are part of this Agreement.

    Trial: means a test of the performance, qualities, or suitability of Our Services over a defined time period.

    Underlying Systems: means the GenVis Software, IT solutions, systems and networks (including Software and hardware) used to provide Our Services, including any Third Party solutions, systems and networks.

    User/s: means a Person who uses or operates Our Services.

    Website: means the internet site at www.genvis.co or such other site notified to You by Us.

    You and Your: means the company or other legal entity for which You are accepting this Agreement.

    Year: means a 12-Month period starting on the Start Date or the anniversary of that date.

    Including and similar words do not imply any limit.

    Words in the singular include the plural and vice versa.