IMPORTANT NOTICE: These Terms include eligibility restrictions, sanctions compliance terms, disclaimers of warranties, limitations of liability, a binding arbitration provision, a class action waiver, and a jury trial waiver. Please read them carefully.
These Terms of Service (these "Terms") are a binding agreement between you and Gensyn, Inc. ("Gensyn," "we," "our," or "us") and govern your access to and use of the websites, online services, content, communications, developer resources, and other products and services provided by Gensyn that link to these Terms (collectively, the "Services"). By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.
Our collection and use of personal information in connection with the Services is described in the Gensyn Privacy Policy, available at https://www.gensyn.ai/privacy-policy, which is incorporated by reference into these Terms.
1. Scope; Product-Specific Terms
1.1 Services Covered by These Terms
The Services include the Gensyn corporate and informational website located at https://www.gensyn.ai/ and related pages, content, forms, newsletters, waitlists, research updates, blog posts, careers pages, brand resources, developer resources, APIs, dashboards, documentation, community links, support channels, and any other Gensyn product or service that links to these Terms.
1.2 Dedicated Applications and Supplemental Terms
Gensyn may make available applications, interfaces, open-source tools, research programs, developer tools, dashboards, or other products on dedicated domains or through separate product experiences. Those products may be subject to separate or supplemental terms, policies, rules, licenses, or disclaimers ("Supplemental Terms"). If Supplemental Terms apply, they will control with respect to the relevant product or service to the extent they conflict with these Terms. For example, a hosted Delphi interface is governed by the Delphi interface terms that link to that interface, and Delphi open-source code is governed by the applicable repository license and protocol disclaimer.
2. Eligibility and User Representations
To access or use the Services, you represent and warrant that: (a) you are at least eighteen (18) years old and are able to form a legally binding contract; (b) you have the full right, power, and authority to enter into these Terms and perform your obligations under them; (c) if you access or use the Services on behalf of an entity, you have authority to bind that entity; (d) you are not the subject of sanctions administered or enforced by any governmental authority and are not located, organized, or resident in any jurisdiction subject to comprehensive sanctions applicable to your use of the Services; and (e) your access to and use of the Services will comply with all applicable laws, rules, and regulations. You may not access or use the Services to conduct, promote, or facilitate illegal activity.
3. The Services; Third-Party Services; User Interactions
3.1 Informational and General Services
The Services may provide information about Gensyn, its research, technology, products, open-source projects, career opportunities, community resources, and related topics. Unless expressly stated in applicable Supplemental Terms, the Services are informational and administrative in nature and do not themselves constitute a trading venue, exchange, broker, dealer, custodian, financial institution, money transmitter, fiduciary, marketplace, or token distribution platform.
3.2 Third-Party Services and Content
The Services may include integrations, links, embeds, APIs, references, or access to third-party services, websites, software, networks, content, products, documentation, wallets, data providers, infrastructure providers, social platforms, or other resources ("Third-Party Services"). Your access to and use of Third-Party Services may be subject to the terms, conditions, policies, and fees of the relevant third party. Gensyn does not control, endorse, or assume responsibility for any Third-Party Service, including its accuracy, availability, security, legality, performance, fees, privacy practices, or content. Any dealings you have with third parties are solely between you and those third parties.
3.3 User Interactions
You are solely responsible for your interactions with other users, communities, channels, developers, contributors, applicants, service providers, or other third parties. Gensyn has no obligation to screen, monitor, mediate, or resolve disputes between you and any other person, but may do so in its sole discretion. You release Gensyn from any liability arising out of or relating to your interactions with third parties to the maximum extent permitted by law.
4. Accounts, Credentials, and Communications
Some Services may require accounts, invitations, API keys, wallet connections, authentication credentials, or other access mechanisms. You are responsible for maintaining the confidentiality and security of your credentials and for all activity occurring through your accounts, credentials, devices, or systems. You must promptly notify Gensyn if you become aware of unauthorized access or use. You consent to receive electronic communications from Gensyn, including notices related to the Services and these Terms.
5. Prohibited Conduct
You agree not to, and not to assist or encourage any third party to: (a) violate any law, regulation, sanctions program, export control, or court order; (b) access or use the Services if you are a sanctioned or restricted person or if such access or use is prohibited where you are located; (c) use the Services in connection with fraud, theft, money laundering, terrorist financing, deceptive practices, market manipulation, or other unlawful conduct; (d) misrepresent your identity, affiliation, authority, or eligibility; (e) infringe or misappropriate intellectual property, privacy, publicity, or other rights; (f) submit or transmit malicious code, exploit vulnerabilities, interfere with security features, overload or disrupt the Services, circumvent access restrictions, or attempt unauthorized access to systems or data; (g) scrape, crawl, harvest, mine, or extract data from the Services except as permitted by a public API on its stated terms or by applicable law; (h) submit unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, discriminatory, sexually explicit, or otherwise objectionable content; (i) use the Services with stolen assets, compromised accounts, or assets derived from illicit sources; or (j) encourage or assist any third party to do any of the foregoing.
6. Intellectual Property; User Content; Feedback
6.1 Gensyn Intellectual Property
As between you and Gensyn, Gensyn and its licensors own the Services and all related software, text, images, graphics, designs, trademarks, service marks, logos, domain names, branding, content, and other materials made available by Gensyn through the Services, excluding open-source code and third-party materials made available under separate terms. Subject to these Terms, Gensyn grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for their intended purposes. Except as expressly permitted, you may not use Gensyn's name, logos, trademarks, or branding without Gensyn's prior written consent.
6.2 Open-Source Code
Certain Gensyn-related code, software, models, documentation, or tools may be made available under open-source or other public licenses. Your rights in such materials are governed by the applicable license, not these Terms. Nothing in these Terms limits rights granted to you under an applicable open-source license.
6.3 User Content
If you submit, upload, post, provide, or otherwise make available content, data, materials, communications, questions, comments, files, or other information through the Services ("User Content"), you grant Gensyn a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, display, perform, modify, reformat, distribute, analyze, and otherwise use that User Content in connection with operating, improving, securing, promoting, and protecting the Services and Gensyn's business. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not violate applicable law or the rights of any third party.
6.4 Feedback
If you submit feedback, ideas, bug reports, suggestions, or other materials to Gensyn ("Feedback"), you grant Gensyn a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, publish, distribute, and otherwise exploit such Feedback for any lawful purpose without compensation or obligation to you.
6.5 Usage Data
Gensyn may collect and analyze information relating to the access, use, security, and performance of the Services ("Usage Data"). Gensyn may use Usage Data in aggregated or de-identified form to maintain, improve, secure, train, fine-tune, develop, and enhance Gensyn's current and future products, services, and technologies, subject to the Gensyn Privacy Policy and applicable law.
6.6 DMCA Notices
Gensyn respects intellectual property rights. If you believe content available through the Services infringes your copyright or other intellectual property rights, you may send a notice to [email protected] with the subject line "DMCA Takedown Request" that includes: (a) a physical or electronic signature of the rights owner or authorized agent; (b) identification of the work claimed to have been infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the disputed use is not authorized by the rights owner, its agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the rights owner. If you believe content was removed or disabled in error, you may submit a counter-notice to the same address. Gensyn may terminate or restrict access for repeat infringers in appropriate circumstances.
6.7 Cooperation with Legal Process
Gensyn may cooperate with law enforcement, regulators, courts, government authorities, and third parties requesting or directing that Gensyn disclose information in its possession, in each case as Gensyn determines appropriate or legally required.
7. Privacy
Please review the Gensyn Privacy Policy, available at https://www.gensyn.ai/privacy-policy, which describes how personal information is collected, used, and disclosed in connection with the Services. By using the Services, you acknowledge that Gensyn may process information in accordance with the Privacy Policy.
8. No Professional Advice; Protocol and Blockchain Information
Information made available through the Services is for informational purposes only and does not constitute legal, financial, investment, tax, accounting, regulatory, technical, security, or other professional advice. You should not take, or refrain from taking, any action based on information made available through the Services without consulting qualified professionals as appropriate.
The Services may include information about public blockchains, protocols, open-source projects, tokens, networks, applications, or third-party products. Such information may be incomplete, outdated, inaccurate, or subject to change. Unless expressly stated in applicable Supplemental Terms, Gensyn does not operate, control, or guarantee any third-party blockchain, protocol, wallet, smart contract, network, validator, sequencer, token, market, or application referenced through the Services. Your use of any such technology is at your own risk and may be governed by separate terms, licenses, protocols, or laws.
9. Disclaimers
THE SERVICES AND ALL INFORMATION MADE AVAILABLE THROUGH THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GENSYN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OPERATION. GENSYN DOES NOT WARRANT THAT THE SERVICES OR ANY INFORMATION DISPLAYED THROUGH THEM WILL BE CURRENT, COMPLETE, ACCURATE, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE. NO ADVICE, INFORMATION, OR STATEMENT BY GENSYN CREATES ANY WARRANTY.
10. Release and Indemnification
To the fullest extent permitted by law, you release Gensyn and its affiliates and each of their respective directors, officers, employees, contractors, agents, licensors, service providers, and representatives (collectively, the "Gensyn Parties") from claims, demands, and damages arising out of or related to any Third-Party Service, user interaction, external application, protocol, blockchain network, wallet provider, or dispute between you and any third party.
If you are a California resident, you waive California Civil Code Section 1542, which provides that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by that person, would have materially affected that person's settlement with the debtor or released party.
You will defend, indemnify, and hold harmless the Gensyn Parties from and against all claims, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Services or any Third-Party Service; (b) your violation of these Terms or applicable law; (c) your User Content or Feedback; (d) another person's use of the Services through your credentials, devices, accounts, or systems; or (e) any dispute between you and another user or third party. Gensyn may assume the exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with Gensyn in defending such matter.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GENSYN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, DATA, BUSINESS OPPORTUNITIES, DIGITAL ASSETS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES OR ANY THIRD-PARTY SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF GENSYN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, GENSYN WILL HAVE NO LIABILITY FOR LOSSES ARISING FROM OR RELATING TO: (a) errors, omissions, inaccuracies, delays, or interruptions in the Services; (b) unauthorized access to or use of your accounts, credentials, devices, systems, or data; (c) bugs, viruses, malicious code, security incidents, or service outages; (d) Third-Party Services or third-party content; (e) any external protocol, blockchain, smart contract, wallet, token, market, application, or network referenced through the Services; or (f) suspension, restriction, modification, or discontinuation of the Services.
IN NO EVENT WILL GENSYN'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES EXCEED THE GREATER OF (i) US$100 AND (ii) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID DIRECTLY TO GENSYN FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities, so some of the above limitations may not apply to you to the extent prohibited by law.
12. Suspension, Termination, and Discontinuation
Gensyn may modify, suspend, restrict, or discontinue all or any part of the Services at any time, with or without notice. Gensyn may suspend or terminate your access immediately if Gensyn believes you violated these Terms, pose legal, regulatory, security, operational, or reputational risk, or if Gensyn determines such action is advisable. You may stop using the Services at any time. Termination or suspension does not affect any rights or obligations that accrued before termination. Sections that by their nature should survive termination, including sections relating to ownership, disclaimers, limitation of liability, release, indemnification, dispute resolution, and miscellaneous terms, will survive.
13. Changes to These Terms
Gensyn may update these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms, updating the "Last Modified" date, or by other reasonable means. Unless otherwise stated, changes become effective when posted. Your continued use of the Services after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.
14. Dispute Resolution; Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
14.1 Agreement to Arbitrate
Except for claims that qualify for small claims court and claims seeking injunctive or other equitable relief for misuse of intellectual property, confidential information, or unauthorized access to the Services, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Gensyn (collectively, "Disputes") will be resolved by final and binding arbitration, on an individual basis, administered by JAMS. The Federal Arbitration Act governs the interpretation and enforcement of this Section 14.
14.2 Informal Resolution
Before initiating arbitration, the party seeking relief will provide written notice to the other party describing the nature of the Dispute and the relief requested. Notices to Gensyn must be sent to [email protected]. If the parties do not resolve the Dispute within sixty (60) days after receipt of notice, either party may commence arbitration.
14.3 Arbitration Procedures
Disputes involving claims, counterclaims, or requests for relief under US$250,000, excluding attorneys' fees and interest, will be subject to JAMS's then-current Streamlined Arbitration Rules and Procedures. All other Disputes will be subject to JAMS's then-current Comprehensive Arbitration Rules and Procedures. If JAMS is unavailable to arbitrate, the parties will select an alternative arbitral forum.
The arbitration will be conducted in English before a single arbitrator in Wilmington, Delaware, unless the parties agree otherwise or the applicable rules permit remote proceedings. The arbitrator will have exclusive authority to determine the scope, applicability, and enforceability of this arbitration provision and may award relief only on an individual basis.
If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing, or other fees and cannot obtain a waiver from JAMS, Gensyn will pay those fees for you. In addition, Gensyn will reimburse such fees for Disputes totaling less than US$10,000 unless the arbitrator determines that the claims are frivolous.
14.4 Batch Arbitration
If seventy-five (75) or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within ninety (90) days of one another, then you and Gensyn agree that JAMS may administer them in batches of up to seventy-five (75) claimants each, using procedures reasonably designed to resolve those Disputes efficiently and fairly. If any portion of this subsection is found unenforceable as to a particular claimant or batch, that portion will be severed and the remaining Disputes will proceed.
14.5 No Class Actions or Jury Trials
You and Gensyn each agree that any Dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, coordinated, consolidated, mass, or representative action or proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. You and Gensyn waive any right to a jury trial to the fullest extent permitted by law.
14.6 Court Proceedings
If a Dispute is determined not to be subject to arbitration, or if this arbitration provision is found unenforceable as to a particular Dispute, then such Dispute will be resolved exclusively in the state or federal courts located in Delaware, and you and Gensyn consent to personal jurisdiction and venue there.
14.7 One Year to Bring Claims
To the fullest extent permitted by law, any Dispute must be filed within one (1) year after the event or facts giving rise to the Dispute, or it is forever barred. This limitation does not apply where prohibited by law.
14.8 Confidentiality
Unless prohibited by law, the parties will maintain the confidentiality of the arbitration proceeding, any award, and any materials submitted or exchanged in connection with the arbitration.
14.9 Future Changes to Arbitration
If Gensyn makes a future material change to this Section 14, other than a change to Gensyn's notice contact, you may reject that change by sending written notice to [email protected] within thirty (30) days after the change is posted. By rejecting a future change, you agree to arbitrate Disputes in accordance with the version of this Section 14 you last accepted.
15. Governing Law and Miscellaneous
Except as provided in Section 14 with respect to the Federal Arbitration Act, these Terms and any Dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except to the extent preempted or superseded by federal law or prohibited by applicable law.
These Terms constitute the entire agreement between you and Gensyn regarding the Services and supersede prior understandings on that subject. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. Gensyn's failure to enforce any provision is not a waiver. You may not assign or transfer any rights or obligations under these Terms without Gensyn's prior written consent, and any attempted assignment in violation of this sentence is void. Gensyn may assign these Terms without restriction. There are no third-party beneficiaries to these Terms except as expressly stated for the benefit of the Gensyn Parties.
Gensyn will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including failures of internet infrastructure, power outages, labor disputes, natural disasters, war, terrorism, civil unrest, epidemics, governmental actions, cyberattacks, or third-party service failures.
Notices to Gensyn under these Terms must be sent to [email protected] unless Gensyn designates an updated notice address or contact method through the Services. Gensyn is not responsible for failure to receive notices caused by spam filters, outdated contact information, or technical issues outside its control.