Terms of service

Governing All Products, Services, Software, APIs, and Platforms

within the MHJ Apex Ecosystem

Effective Date: [DATE]

Version 2.0 — Global Coverage Edition

This document contains trade secrets and proprietary information of Genius Co Support Services LLC.

This Master End User License Agreement (the "Agreement" or "EULA") is a binding legal contract between you (whether an individual or an entity, hereinafter "User," "You," "Your") and Genius Co Support Services LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States, together with its parents, subsidiaries, affiliates, successors, and assigns (hereinafter "Genius Co," "Company," "We," "Us," "Our").

Binding Acceptance Through Any Interaction

Digital Acceptance: Clicking any "I Agree," "Accept," "Create Account," "Sign Up," "Submit," "Book Now," or similar affirmative action button on any Genius Co website, application, platform, or service where a reference or link to this Agreement is displayed;

Software Use: Downloading, installing, copying, accessing, or otherwise using any Covered Product, including but not limited to any software, application, mobile app, browser extension, plugin, API, SDK, or web-based service;

Account Creation: Creating, registering, or activating any account, profile, or credential on any Genius Co platform or service;

Appointment or Consultation: Scheduling, confirming, or attending any appointment, consultation, demonstration, webinar, training session, or meeting with Genius Co or its representatives, whether in person, by telephone, or through any electronic medium;

API and Developer Access: Requesting, generating, receiving, or using any API key, access token, developer credential, webhook, or integration endpoint provided by Genius Co;

Content Engagement: Downloading, accessing, or using any documentation, white paper, case study, template, training material, or other content provided by Genius Co that is marked as subject to this Agreement;

Commercial Transaction: Purchasing, subscribing to, or receiving any paid or free-tier service, product, or license from Genius Co;

Continued Use After Notice: Continuing to use any Covered Product for more than thirty (30) days after Genius Co has posted or communicated updated terms, provided that initial acceptance was established through one of the mechanisms described in subsections (a) through (g) above.

Electronic Consent and Legal Equivalence

This Agreement is entered into electronically in accordance with the United States Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001-7006), the Uniform Electronic Transactions Act (UETA) as adopted by the applicable state, the UNCITRAL Model Law on Electronic Commerce (1996) as adopted in 88+ jurisdictions, the European Union E-Commerce Directive (2000/31/EC), the Singapore Electronic Transactions Act (2010), and all equivalent legislation in force in any jurisdiction where this Agreement is presented. Your electronic acceptance shall have the same legal force and effect as a handwritten signature on a physical document.

Consent Verification and Record-Keeping

Genius Co maintains tamper-resistant electronic records of Your acceptance of this Agreement, including the date and time of acceptance, Your IP address, device and browser information, the version of this Agreement presented, and the specific action constituting acceptance. These records shall be admissible as evidence in any legal proceeding to demonstrate the formation of this Agreement.

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Authorized Users" means individuals expressly authorized by the Licensee to access and use the Covered Products within the scope of the applicable license tier, including employees, contractors, and agents acting within the scope of their engagement with the Licensee.

"Competitive Product" means any software, platform, service, application, system, or technology that provides functionality substantially similar to, overlapping with, or directly substitutable for any feature, module, capability, or service offered by any Covered Product, whether such Competitive Product is offered commercially, as open source, or internally within an organization.

"Confidential Information" means all non-public information disclosed by or on behalf of Genius Co to User, whether in oral, written, electronic, or visual form, including but not limited to: (i) source code, object code, algorithms, data structures, and software architecture; (ii) training data, machine learning models, neural network weights, and AI methodologies; (iii) business plans, pricing, customer lists, financial information, and marketing strategies; (iv) trade secrets, inventions, patent applications, and proprietary know-how; (v) API specifications, integration protocols, and system configurations; and (vi) any information marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

"Covered Products" means, individually and collectively, all software, applications, platforms, APIs, SDKs, tools, libraries, documentation, websites, databases, machine learning models, training data, and services developed, owned, operated, licensed, or distributed by Genius Co, including but not limited to: (i) bRRAIn (AI memory management platform); (ii) Sovrynty (digital sovereignty platform); (iii) Eve-oc (AI operations center); (iv) the MHJ Apex Ecosystem and all interconnected components; and (v) all future products, services, updates, upgrades, patches, enhancements, modifications, derivative works, and successor technologies released by Genius Co.

"Derivative Work" means any work that is based upon, incorporates, adapts, translates, modifies, transforms, or extends one or more Covered Products, or that is created using Confidential Information, proprietary methodologies, trade secrets, or outputs generated by any Covered Product.

"Intellectual Property" or "IP" means all intellectual property rights of every kind, including patents, copyrights, trademarks, service marks, trade dress, trade secrets, moral rights, rights of publicity, database rights, design rights, mask work rights, and all registrations, applications, renewals, extensions, and restorations thereof, worldwide.

"License" means the limited, revocable, non-exclusive, non-transferable, non-sublicensable right granted under this Agreement to access and use the Covered Products strictly in accordance with the terms herein.

"Output" means any data, content, report, analysis, recommendation, code, model output, or other material generated by or through the use of any Covered Product.

"Proprietary Materials" means all materials proprietary to Genius Co, including but not limited to Confidential Information, Covered Products, documentation, training materials, source code, object code, APIs, SDKs, algorithms, data models, user interfaces, and any information derived therefrom.

"Technological Protection Measures" or "TPMs" means any technology, device, or component that, in the normal course of its operation, controls access to or restricts use of any Covered Product, including but not limited to encryption, authentication mechanisms, license keys, digital rights management systems, access tokens, and code obfuscation.

"Territory" means worldwide, subject to applicable export control laws and regulations.

2.1 License Grant

Subject to User's compliance with all terms and conditions of this Agreement, Genius Co hereby grants User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Covered Products solely for User's own internal business or personal purposes, in accordance with the applicable license tier, subscription plan, or order form.

2.2 License Restrictions

The License granted herein is expressly conditioned upon User's adherence to the following restrictions. User shall not, and shall not permit any third party to:

Copy, reproduce, distribute, publish, display, perform, or create derivative works of any Covered Product, in whole or in part, except as expressly permitted herein;

Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of any Covered Product, except to the limited extent expressly permitted under applicable mandatory law (and then only upon thirty (30) days' prior written notice to Genius Co);

Circumvent, disable, or interfere with any Technological Protection Measures or security features embedded in any Covered Product;

Remove, alter, or obscure any copyright, trademark, patent, or other proprietary notices, labels, or markings from any Covered Product;

Use any Covered Product to develop, train, improve, or enhance any Competitive Product, whether directly or indirectly;

Use any Covered Product for benchmarking, competitive analysis, or comparative testing for the purpose of developing or marketing a Competitive Product, or publish any benchmark or performance test results without Genius Co's prior written consent;

Sublicense, lease, rent, loan, sell, resell, assign, transfer, or otherwise make available any Covered Product to any third party, whether for commercial purposes or otherwise;

Use any Covered Product in any manner that violates applicable law, infringes the rights of any third party, or is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

Access any Covered Product by means of any automated process, bot, scraper, crawler, or similar technology except as expressly authorized via a documented API;

Attempt to gain unauthorized access to any Covered Product, related systems, networks, or data;

Use Outputs generated by any Covered Product as training data for competing artificial intelligence or machine learning systems;

Share login credentials, access tokens, API keys, or other authentication mechanisms with any unauthorized person or entity.

2.3 Reservation of Rights

All rights not expressly granted to User under this Agreement are reserved by Genius Co. No implied licenses are granted by this Agreement. The Covered Products are licensed, not sold. User acknowledges that the Covered Products contain valuable trade secrets and proprietary information of Genius Co.

2.4 Interoperability and Mandatory Law Exceptions

Notwithstanding Section 2.2(b), the following mandatory law exceptions apply and cannot be overridden by contract:

European Union (Software Directive 2009/24/EC, Article 6): Users within the European Economic Area may decompile the Covered Products solely to the extent necessary to achieve interoperability with independently created software, provided that: (i) such acts are performed by the Licensee or an authorized user; (ii) the information necessary to achieve interoperability has not previously been made readily available; and (iii) the information obtained is used exclusively for interoperability purposes and is not disclosed to third parties or used to develop a Competitive Product.

United States (DMCA §1201(f)): Reverse engineering is permitted solely for the purpose of identifying and analyzing elements necessary to achieve interoperability of an independently created computer program, subject to the conditions set forth in 17 U.S.C. § 1201(f).

Chile (Copyright Law Art. 71 Ñ): Reverse engineering is permitted for compatibility, research, development, testing, and correcting software operation or safety.

Mexico (Federal Copyright Law): Good faith reverse engineering is permitted for achieving interoperability, accessibility for persons with disabilities, and research and teaching purposes.

Thailand (Trade Secrets Act Section 4): Reverse engineering of products obtained in good faith to discover manufacturing or development methods is not considered trade secret infringement under Thai law.

Brazil (Software Law 9,609 Art. 6): Limited exceptions for studying computer programs to achieve interoperability, provided the information is not used for unauthorized purposes.

Other Jurisdictions: To the extent any other jurisdiction's mandatory law provides non-waivable rights to reverse engineer for interoperability, error correction, or security research, such rights are preserved to the minimum extent required by such law. User must provide thirty (30) days' prior written notice to Genius Co before engaging in any such activity.

3.1 Ownership

Genius Co and its licensors own and shall retain all right, title, and interest in and to the Covered Products, including all Intellectual Property rights therein. This Agreement does not convey to User any ownership interest in or to the Covered Products, but only a limited right of use revocable in accordance with the terms of this Agreement.

3.2 User Content

User retains ownership of data that User inputs into the Covered Products ("User Content"), provided that User hereby grants Genius Co a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, and analyze User Content for the purposes of: (a) providing, maintaining, and improving the Covered Products; (b) generating anonymized and aggregated analytics; and (c) complying with legal obligations. This license survives termination of this Agreement.

3.3 Outputs

To the extent that Outputs are generated by the Covered Products using Genius Co's proprietary algorithms, models, or methodologies, such Outputs may contain or embody Genius Co's Intellectual Property. User is granted a limited license to use Outputs solely in connection with User's authorized use of the Covered Products. User shall not use Outputs to reverse engineer, reconstruct, or derive the proprietary methods, algorithms, training data, or model architectures of the Covered Products.

3.4 Feedback

Any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by User regarding the Covered Products ("Feedback") shall become the exclusive property of Genius Co. User hereby irrevocably assigns to Genius Co all right, title, and interest in and to such Feedback, including all Intellectual Property rights therein.

3.5 Copyright Notice

All Covered Products are Copyright © 2024–2026 Genius Co Support Services LLC. All rights reserved. No portion of the Covered Products may be reproduced in any form without the express written consent of Genius Co, except as permitted by applicable copyright law. The Covered Products are protected under the copyright laws of the United States (17 U.S.C. § 101 et seq.), the Berne Convention for the Protection of Literary and Artistic Works (1886, as amended), the WIPO Copyright Treaty (1996), the EU Software Directive (2009/24/EC), the Andean Community Decision 351, and all applicable copyright and intellectual property treaties in force in the Territory.

4.1 Confidentiality Obligations

User agrees to hold all Confidential Information in strict confidence and to protect it using at least the same degree of care that User uses to protect its own most sensitive confidential information, but in no event less than reasonable care. User shall not disclose Confidential Information to any third party without Genius Co's prior written consent. User shall limit access to Confidential Information to those Authorized Users who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of User; (b) was in User's possession prior to disclosure by Genius Co, as documented by contemporaneous written records; (c) is independently developed by User without reference to or use of Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

4.3 Compelled Disclosure

If User is compelled by law, regulation, or legal proceeding to disclose Confidential Information, User shall: (a) promptly notify Genius Co in writing prior to such disclosure (to the extent legally permitted); (b) cooperate with Genius Co in seeking a protective order or other appropriate remedy; and (c) disclose only such Confidential Information as is legally required, using commercially reasonable efforts to ensure that the disclosed information receives confidential treatment.

4.4 Duration

The confidentiality obligations under this Section shall survive termination of this Agreement and continue for the longer of: (a) five (5) years following termination; or (b) for so long as the Confidential Information qualifies as a trade secret under applicable law, including but not limited to the Defend Trade Secrets Act (18 U.S.C. § 1836), the EU Trade Secrets Directive (2016/943), and equivalent statutes in any jurisdiction.

5.1 Covenant Against Competitive Use

User acknowledges that through access to and use of the Covered Products, User will receive access to Confidential Information, proprietary methodologies, trade secrets, and specialized know-how that constitute the core competitive advantage of Genius Co. As a material condition of the License granted herein, and in consideration of such access, User covenants and agrees as follows:

No Development of Competitive Products. During the term of this Agreement and for a period of thirty-six (36) months following its termination or expiration, User shall not, directly or indirectly, design, develop, produce, market, sell, distribute, or commercially exploit any Competitive Product that incorporates, is derived from, or was informed by Confidential Information, trade secrets, or proprietary methodologies of Genius Co.

No Competitive Use of Trade Secrets. User shall not use any Genius Co trade secret, proprietary algorithm, data model, AI methodology, training data, or system architecture obtained through use of the Covered Products to create, enhance, or operate any Competitive Product, regardless of whether such trade secret was directly or indirectly acquired.

No Competitive Consulting. User shall not provide consulting, advisory, or professional services to any third party for the purpose of developing a Competitive Product where such services would require or benefit from the use of Genius Co's Confidential Information or proprietary methodologies.

5.2 Non-Solicitation

During the term of this Agreement and for a period of twenty-four (24) months following termination, User shall not, directly or indirectly: (a) solicit, recruit, or hire any employee, contractor, consultant, or agent of Genius Co; or (b) induce or encourage any customer, vendor, partner, or licensee of Genius Co to terminate or reduce its business relationship with Genius Co.

5.3 Scope and Reasonableness

User acknowledges and agrees that the restrictions in this Section 5 are reasonable in scope, duration, and geographic extent, and are necessary to protect Genius Co's legitimate business interests, including its trade secrets, Confidential Information, customer relationships, and substantial investment in the Covered Products. User further acknowledges that any breach of this Section would cause irreparable harm to Genius Co for which monetary damages would be inadequate.

5.4 Jurisdiction-Specific Savings Clause

If any court or arbitral tribunal of competent jurisdiction determines that any provision of this Section 5 is unenforceable as written, such provision shall be reformed and enforced to the maximum extent permitted by applicable law, including by reducing its scope, duration, or geographic extent. The parties intend that the restrictions herein be enforced to the fullest extent permissible. Without limiting the generality of the foregoing:

United States: In jurisdictions where competitive use restrictions are prohibited or limited by statute (including but not limited to California Business and Professions Code Section 16600, and equivalent statutes in Minnesota, North Dakota, and Oklahoma), this Section 5 shall be interpreted to prohibit only the misappropriation of trade secrets and misuse of Confidential Information as permitted under the Defend Trade Secrets Act (18 U.S.C. § 1836) and applicable state trade secret laws.

European Union: In member states of the European Union and European Economic Area, to the extent that the Unfair Contract Terms Directive (93/13/EEC) or national implementing legislation renders any provision of this Section unenforceable in a business-to-consumer context, this Section shall be limited to trade secret protection obligations enforceable under the EU Trade Secrets Directive (2016/943).

Brazil: Restrictions under this Section shall be interpreted in accordance with the Industrial Property Law (Law No. 9,279/1996) and the Software Law (Law No. 9,609/1998), and shall be limited to a maximum duration of twenty-four (24) months where required by Brazilian labor or competition law.

ASEAN Member States: In Thailand, where the Trade Secrets Act B.E. 2545 (2002) applies, this Section shall be interpreted consistently with requirements for reasonableness in scope, duration, and compensation. In other ASEAN jurisdictions, this Section shall be enforced to the maximum extent permitted by applicable law.

All Other Jurisdictions: Where local mandatory law limits or prohibits any restriction set forth in this Section, such restriction shall be narrowed to the maximum enforceable scope under such mandatory law. The remaining provisions of this Section shall continue in full force and effect.

6.1 Prohibition on Reverse Engineering

User shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or trade secrets of any Covered Product by any means whatsoever, except to the limited extent that such activity is expressly permitted by applicable mandatory law and cannot be waived by contract, as set forth in Section 2.4 above.

6.2 Anti-Circumvention

User shall not circumvent, bypass, disable, impair, or otherwise interfere with any Technological Protection Measure incorporated in or applied to any Covered Product. User acknowledges that such conduct may violate the Digital Millennium Copyright Act (17 U.S.C. § 1201), the EU Copyright Directive (2001/29/EC, Article 6), the Colombia 2018 Copyright Amendments (anti-circumvention civil liability), the Mexico Federal Copyright Law Article 112 (TPM criminal sanctions under USMCA), the EU-Mercosur Agreement Articles X.19-X.20 (technological measures protection), and equivalent anti-circumvention statutes in other jurisdictions, and may subject User to both civil and criminal liability.

6.3 No Distribution of Circumvention Tools

User shall not develop, manufacture, distribute, or provide to any third party any tool, device, software, or service the primary purpose or effect of which is to circumvent any Technological Protection Measure applied to the Covered Products.

6.4 Permitted Activities

Nothing in this Section 6 shall restrict: (a) interoperability activities expressly permitted under Section 2.4 (Interoperability and Mandatory Law Exceptions); (b) security research conducted in good faith and disclosed to Genius Co under a responsible disclosure policy; or (c) activities expressly authorized in writing by Genius Co.

7.1 Data Collection and Processing

Genius Co collects and processes personal data in accordance with its Privacy Policy, which is incorporated herein by reference. By using the Covered Products, User consents to such collection and processing as described in the Privacy Policy. Where applicable data protection legislation requires a specific legal basis for processing, Genius Co shall process personal data only as described in the applicable Data Processing Agreement ("DPA").

7.2 Jurisdiction-Specific Data Protection Compliance

Genius Co acknowledges and complies with the following data protection regimes to the extent applicable to the processing of User personal data:

European Union and European Economic Area: The General Data Protection Regulation (Regulation 2016/679, "GDPR"). Where GDPR applies, Genius Co shall process personal data only on lawful bases specified in Article 6, honor data subject rights under Articles 15-22, and execute Standard Contractual Clauses or other approved transfer mechanisms for international data transfers.

United States: The California Consumer Privacy Act (CCPA, as amended by CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), and other applicable state privacy laws. Genius Co shall honor opt-out and deletion requests as required by such laws.

Brazil: The Lei Geral de Proteção de Dados (LGPD, Law No. 13,709/2018). Where LGPD applies, Genius Co shall obtain explicit opt-in consent prior to processing personal data, separate from and in addition to acceptance of this Agreement, and shall honor all data subject rights under Article 18 of the LGPD.

Colombia: Law 1581 of 2012 (Personal Data Protection Law). Genius Co shall obtain prior, express, informed consent before processing personal data of Colombian data subjects. Pre-checked boxes shall not constitute valid consent.

Chile: Law No. 21,719 (effective December 1, 2026). When in force, Genius Co shall comply with explicit opt-in consent requirements and enhanced data subject rights modeled on GDPR standards.

Ecuador: The Organic Law on Protection of Personal Data (LOPDP, 2021). Genius Co shall comply with data subject rights including access, rectification, deletion, portability, and the right to be forgotten.

Argentina: Personal Data Protection Act (Law 25,326/2000). Genius Co shall obtain prior, free, express, informed consent for data collection and processing.

Singapore: The Personal Data Protection Act 2012 (PDPA). Genius Co shall comply with consent-based data collection requirements and breach notification obligations.

Malaysia: The Personal Data Protection Act 2010 (Act 709, as amended 2024). Genius Co shall appoint a Data Protection Officer where required and comply with enhanced cross-border transfer restrictions.

Thailand: The Personal Data Protection Act B.E. 2562 (2019, "Thai PDPA"). Genius Co shall process personal data in accordance with transparency, legitimate purpose, and proportionality principles.

Vietnam: Decree 356 (Personal Data Protection Regulation). Genius Co shall submit mandatory cross-border data transfer impact assessments within sixty (60) days of commencing data transfers from Vietnam.

Philippines: The Data Privacy Act of 2012 (RA 10173). Genius Co shall provide comparable levels of protection for personal data transferred to third parties.

Kenya: The Data Protection Act 2019. Genius Co shall comply with data protection principles and cross-border transfer requirements.

South Africa: The Protection of Personal Information Act (POPIA, 2013). Genius Co shall comply with conditions for lawful processing under POPIA.

Nigeria: The Nigeria Data Protection Act 2023. Genius Co shall comply with data processing obligations and cross-border transfer mechanisms.

Egypt: Data Protection Law 151/2020. Genius Co shall comply with data protection obligations applicable to Egyptian data subjects.

All Other Jurisdictions: Genius Co shall comply with applicable data protection legislation in any jurisdiction where it processes personal data. Where such legislation imposes requirements stricter than those described above, Genius Co shall comply with such stricter requirements to the extent applicable.

7.3 User Responsibilities

User is responsible for ensuring that User's use of the Covered Products complies with all applicable data protection and privacy laws in User's jurisdiction. User shall not input personal data of third parties into the Covered Products without obtaining all necessary consents and authorizations required by applicable law.

7.4 International Data Transfers

User acknowledges that Genius Co may transfer and process data in jurisdictions outside of User's country of residence. Where required by applicable law, such transfers shall be subject to appropriate safeguards, including Standard Contractual Clauses (SCCs) approved by the European Commission, Binding Corporate Rules, adequacy determinations, or other legally recognized transfer mechanisms. For transfers from Vietnam, Genius Co shall comply with mandatory transfer impact assessment requirements under Decree 356.

7.5 Export Compliance

User shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and applicable sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Nations, and other relevant authorities. User shall not export, re-export, or transfer any Covered Product to any prohibited country, entity, or person.

8.1 Audit Rights

Genius Co, or its authorized representative, shall have the right to audit User's use of the Covered Products to verify compliance with this Agreement. Such audits may be conducted no more than once per calendar year upon thirty (30) days' prior written notice, during normal business hours, and at Genius Co's expense, unless such audit reveals a material breach, in which case User shall bear the reasonable costs of the audit.

8.2 Automated Compliance Monitoring

User acknowledges and agrees that the Covered Products may include automated mechanisms to monitor and report on User's usage, license compliance, access patterns, and system configuration. Such mechanisms operate in accordance with Genius Co's Privacy Policy and applicable data protection legislation.

8.3 Remediation

If any audit or automated monitoring reveals unauthorized use, over-deployment, or any other breach of this Agreement, User shall promptly pay all applicable fees for such excess use at Genius Co's then-current list price, in addition to any other remedies available under this Agreement or at law.

User shall not, without Genius Co's prior written consent, disclose, publish, or distribute to any third party the results of any performance test, benchmark, comparison, or evaluation of any Covered Product ("Benchmark Results"). Any request for consent must include a complete copy of the proposed publication at least thirty (30) days before the intended publication date. Genius Co reserves the right to require factual accuracy review and the inclusion of contextual information. This restriction does not apply to User's internal use of Benchmark Results for User's own decision-making purposes.

10.1 Limited Warranty

Genius Co warrants that, for a period of thirty (30) days from the date of initial access (the "Warranty Period"), the Covered Products will perform substantially in accordance with the applicable documentation. Genius Co's sole obligation and User's exclusive remedy for any breach of this warranty shall be, at Genius Co's option, to repair or replace the non-conforming Covered Product or to refund the fees paid for the applicable subscription period.

10.2 Disclaimer

10.3 AI and Machine Learning Disclaimer

User acknowledges that certain Covered Products incorporate artificial intelligence and machine learning components that may produce probabilistic outputs. Genius Co does not warrant the accuracy, completeness, reliability, or suitability of any Output for any particular purpose. User assumes all risk associated with reliance on such Outputs and shall independently verify all material decisions based thereon.

11.1 Exclusion of Consequential Damages

11.2 Aggregate Liability Cap

11.3 Exceptions

The limitations set forth in Sections 11.1 and 11.2 shall not apply to: (a) User's breach of Sections 2 (License), 4 (Confidentiality), 5 (Competitive Use), or 6 (Anti-Reverse Engineering); (b) User's indemnification obligations under Section 12; (c) User's infringement or misappropriation of Genius Co's Intellectual Property; or (d) damages arising from User's willful misconduct or fraud. For the avoidance of doubt, no limitation of liability cap shall apply to User's liability for breaches of this Agreement.

11.4 Consumer Protection Acknowledgment

Nothing in this Section 11 shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by mandatory consumer protection law in User's jurisdiction, including but not limited to the EU Consumer Rights Directive (2011/83/EU), the Brazilian Consumer Defense Code (Law 8,078/1990), the Mexican Federal Consumer Protection Law, the Philippines Consumer Act (RA 7394), and the Indonesian Consumer Protection Law (Law 8/1999). In such jurisdictions, Genius Co's liability shall be limited to the minimum extent permitted by such mandatory law.

12.1 User Indemnification

User shall indemnify, defend, and hold harmless Genius Co, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) User's breach of this Agreement; (b) User's use or misuse of the Covered Products; (c) User's violation of any applicable law, regulation, or third-party right; (d) any User Content that infringes or misappropriates the Intellectual Property or other rights of any third party; or (e) User's development, distribution, or commercialization of any Competitive Product in violation of Section 5.

12.2 Indemnification Procedure

Genius Co shall promptly notify User of any claim subject to indemnification, shall provide User with reasonable cooperation, and shall permit User to control the defense and settlement of such claim; provided, however, that User shall not settle any claim without Genius Co's prior written consent if such settlement would impose any obligation on Genius Co or admit any liability on Genius Co's behalf.

13.1 Liquidated Damages

The parties acknowledge that breach of Sections 4 (Confidentiality), 5 (Competitive Use), or 6 (Anti-Reverse Engineering) would cause damages that are difficult to quantify. Accordingly, upon any such breach, User shall pay Genius Co liquidated damages as follows, which the parties agree represent a reasonable pre-estimate of the damages that would be suffered:

Unauthorized Disclosure of Confidential Information: Two Hundred Fifty Thousand United States Dollars (US$250,000) per occurrence, plus any additional damages proven at law or in equity.

Development or Commercialization of a Competitive Product: Five Hundred Thousand United States Dollars (US$500,000) per Competitive Product, plus disgorgement of all revenue derived from such Competitive Product.

Circumvention of Technological Protection Measures: One Hundred Fifty Thousand United States Dollars (US$150,000) per occurrence, in addition to all statutory remedies available under 17 U.S.C. § 1203 and equivalent statutes.

Unauthorized Reverse Engineering: One Hundred Fifty Thousand United States Dollars (US$150,000) per occurrence.

Unauthorized Publication of Benchmark Results: Fifty Thousand United States Dollars (US$50,000) per publication.

13.2 Injunctive Relief

User acknowledges that any breach or threatened breach of Sections 4, 5, or 6 of this Agreement would cause irreparable harm to Genius Co for which monetary damages would be an inadequate remedy. Accordingly, Genius Co shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies from any court or arbitral tribunal of competent jurisdiction, without the necessity of proving actual damages and without the requirement to post a bond or other security. Such equitable remedies shall be in addition to, and not in lieu of, all other remedies available at law or in equity.

13.3 Cumulative Remedies

All remedies provided under this Agreement are cumulative and not exclusive of any other remedies available at law, in equity, or under statute, including but not limited to remedies under the DMCA (17 U.S.C. §§ 1201-1205), the Defend Trade Secrets Act (18 U.S.C. § 1836), the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the EU Trade Secrets Directive (2016/943), the Brazil Industrial Property Law (Law 9,279/1996), the Colombia 2018 Copyright Amendments, and all applicable state and international equivalents. Genius Co reserves the right to refer violations to law enforcement authorities for criminal prosecution where applicable.

13.4 Attorneys' Fees

In any action or proceeding to enforce this Agreement or arising out of a breach hereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled.

14.1 Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be finally resolved by binding arbitration administered by the World Intellectual Property Organization (WIPO) Arbitration and Mediation Center under the WIPO Arbitration Rules in effect at the time of the filing of the demand for arbitration.

14.2 Arbitration Procedures

The following procedures shall apply to all arbitrations under this Agreement:

Seat of Arbitration: Geneva, Switzerland (for disputes involving primarily IP matters) or Singapore (for disputes involving primarily commercial matters), at Genius Co's election.

Language: English.

Number of Arbitrators: One (1) arbitrator for disputes involving claims of less than One Million United States Dollars (US$1,000,000); three (3) arbitrators for disputes involving claims of One Million United States Dollars (US$1,000,000) or more.

Governing Procedural Law: The WIPO Arbitration Rules, supplemented by the Swiss Private International Law Act (PILA) or the Singapore International Arbitration Act, as applicable.

Confidentiality: All arbitration proceedings, including submissions, evidence, and awards, shall be strictly confidential.

Emergency Relief: Either party may apply for emergency arbitrator provisions under the applicable rules for urgent injunctive or conservatory measures pending the constitution of the arbitral tribunal.

14.3 Regional Arbitration Fallbacks

In the event that WIPO is unable or unwilling to administer the arbitration, or where regional considerations so require, the following fallback institutions shall apply:

Global Default: The International Chamber of Commerce (ICC) International Court of Arbitration, with the seat in Paris, France.

Asia-Pacific: The Singapore International Arbitration Centre (SIAC), with the seat in Singapore. This fallback applies where all parties are located in the Asia-Pacific region, including ASEAN member states, China, India, Japan, South Korea, Australia, and New Zealand.

Africa (OHADA States): The Common Court of Justice and Arbitration (CCJA) under the OHADA Uniform Act on Arbitration. Awards are enforceable across all 17 OHADA member states, with courts required to rule within 15 days or awards are auto-recognized.

Africa (Non-OHADA): The Cairo Regional Centre for International Commercial Arbitration (CRCICA) for North African disputes; the Nairobi Centre for International Arbitration (NCIA) for East African disputes; the Kigali International Arbitration Centre (KIAC) for Rwanda; the Mauritius International Arbitration Centre for island nation disputes. Where no regional institution applies, ICC arbitration with the seat in London shall be the fallback.

Latin America: The Center for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada (CAM-CCBC) for disputes involving Brazilian parties; the Centro de Arbitraje y Mediación (CAM) of the Santiago Chamber of Commerce for disputes involving Chilean parties; ICC arbitration with seat in Miami, Florida for all other Latin American disputes. The Inter-American Convention on International Commercial Arbitration (Panama Convention, 1975) shall supplement the New York Convention for enforcement in OAS member states.

14.4 Enforcement of Arbitral Awards

Any arbitral award rendered pursuant to this Section 14 shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958), the Inter-American Convention on International Commercial Arbitration (Panama Convention, 1975), the OHADA Uniform Act on Arbitration, and applicable implementing legislation in each relevant jurisdiction. User irrevocably waives any right to appeal, challenge, or resist enforcement of any arbitral award, except on grounds expressly permitted under the applicable convention.

14.5 Class Action Waiver

14.6 Consumer Arbitration Limitation

In jurisdictions where mandatory consumer protection law prohibits or restricts the enforcement of mandatory arbitration clauses against consumers (including but not limited to Brazil under the Consumer Defense Code, Law 8,078/1990; Mexico under the Federal Consumer Protection Law; the European Union under the Unfair Contract Terms Directive 93/13/EEC; and the Philippines under the Consumer Act, RA 7394), the arbitration provisions of this Section 14 shall apply to the maximum extent permitted by applicable law, and any dispute not subject to arbitration shall be resolved in the courts specified in Section 15.2.

14.7 Preservation of Court Remedies

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property rights or Confidential Information, without first submitting to arbitration and without waiving the right to arbitrate other aspects of the dispute.

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. For matters involving Intellectual Property rights, United States federal law shall govern where applicable.

15.2 Exclusive Jurisdiction

Subject to Section 14 (Dispute Resolution), to the extent that any dispute is not subject to arbitration, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, United States of America, and each party irrevocably waives any objection to such jurisdiction or venue, including on the grounds of inconvenient forum.

15.3 Compliance with Local Mandatory Laws

Where this Agreement conflicts with mandatory provisions of local law that cannot be overridden by contract (including but not limited to consumer protection laws, data protection regulations, mandatory reverse engineering rights, and unfair contract terms legislation), such mandatory local provisions shall prevail, but only to the minimum extent required by such law. All other terms of this Agreement shall remain in full force and effect. This includes, without limitation, the EU Software Directive (2009/24/EC), the EU Unfair Contract Terms Directive (93/13/EEC), the Brazilian Consumer Defense Code (Law 8,078/1990), the Thai PDPA, the LGPD, GDPR, POPIA, and all equivalent mandatory legislation in any jurisdiction where this Agreement is presented.

16.1 Term

This Agreement is effective from the date User first takes any action constituting acceptance as described in the Preamble (the "Effective Date") and shall remain in effect until terminated in accordance with this Section 16.

16.2 Termination by Genius Co

Genius Co may terminate this Agreement and User's License immediately upon written notice if: (a) User breaches any term of this Agreement and fails to cure such breach within fifteen (15) days of written notice thereof; (b) User breaches Section 4 (Confidentiality), Section 5 (Competitive Use), or Section 6 (Anti-Reverse Engineering), in which case termination shall be immediate and no cure period shall apply; (c) User becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (d) Genius Co discontinues the applicable Covered Product.

16.3 Termination by User

User may terminate this Agreement at any time by ceasing all use of the Covered Products and destroying all copies, installations, and instances of the Covered Products in User's possession or control, and certifying such destruction in writing to Genius Co within ten (10) days of termination.

16.4 Effects of Termination

Upon termination of this Agreement for any reason: (a) all licenses granted herein shall immediately terminate; (b) User shall immediately cease all use of the Covered Products; (c) User shall destroy all copies, installations, and derivative works of the Covered Products in User's possession or control; (d) User shall promptly return or destroy all Confidential Information in User's possession or control; and (e) User shall certify compliance with the foregoing in writing within ten (10) days of termination.

The following Sections shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 3 (Intellectual Property), Section 4 (Confidentiality), Section 5 (Competitive Use Restrictions), Section 6 (Anti-Reverse Engineering), Section 8 (Audit Rights, for a period of two (2) years post-termination), Section 9 (Benchmarking), Section 10 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Remedies), Section 14 (Dispute Resolution), Section 15 (Governing Law), Section 17 (Survival), and Section 18 (General Provisions). The Preamble provisions regarding consent verification and record-keeping shall also survive termination.

18.1 Entire Agreement

This Agreement, together with any applicable Order Form, Data Processing Agreement, Privacy Policy, and Acceptable Use Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter.

18.2 Amendments and Continued Use

Genius Co reserves the right to modify this Agreement at any time by posting the revised terms on its website or within the Covered Products. For material changes, Genius Co shall provide thirty (30) days' notice via email, in-product notification, or prominent notice on its website. Continued use of any Covered Product after the thirty (30) day notice period constitutes acceptance of the modified terms, provided that User's initial acceptance was established through an affirmative acceptance mechanism described in the Preamble. User may reject modifications by ceasing all use of the Covered Products and notifying Genius Co in writing within the thirty (30) day notice period.

18.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. This severability clause is of particular importance to the enforceability of this Agreement across multiple jurisdictions with varying legal frameworks.

18.4 Waiver

No failure or delay by Genius Co in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by Genius Co to be effective.

18.5 Assignment

User shall not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without Genius Co's prior written consent. Any attempted assignment in violation of this provision shall be null and void. Genius Co may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from causes beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet disruptions, or third-party service outages.

18.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed electronic mail; (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by internationally recognized overnight courier, in each case to the addresses specified by each party. Notices to Genius Co shall be sent to: legal@geniusco.com or to the registered address of Genius Co Support Services LLC.

18.8 Independent Contractors

The relationship between Genius Co and User is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties.

18.9 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns, except that Genius Co's affiliates are express third-party beneficiaries of Sections 3, 4, 5, and 13.

18.10 Construction

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The terms "include," "including," and similar expressions shall be construed as if followed by the phrase "without limitation." This Agreement shall be construed fairly and not for or against either party based on authorship.

18.11 Language

This Agreement is drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail. User acknowledges that User has had the opportunity to review this Agreement in English and has either done so or has voluntarily chosen not to do so.

18.12 Electronic Acceptance and Counterparts

This Agreement may be accepted electronically through clickwrap, scrollwrap, sign-in-wrap, or other electronic acceptance mechanism as described in the Preamble, and such acceptance shall have the same force and effect as a physical signature. This Agreement is effective upon User's first act of acceptance and does not require a countersignature by Genius Co.

IN WITNESS WHEREOF, the parties have acknowledged the terms of this Agreement as of the Effective Date.

____________________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

(Electronic acceptance constitutes binding agreement — physical signature not required)

____________________________________

Name: ____________________________

Title (if applicable): ________________

Organization (if applicable): _________

Date: _____________________________