Terms of Service
- DEFINITIONS. GenieBin makes certain QA products and services available through the site. The services allow you to perform reviews of http requests through the creation of tasks (“tasks”). Such tasks may include site-wide audits (“audits”), scans ("scans") or user-specified flows/sequences of steps containing browser navigation and interactions. Tasks may be run on an ad-hoc basis or scheduled at user-specified time intervals. The results of such tasks produce analyses of the performed requests against a set of user-specified elements and may result in alerts (“alerts”) being sent to user-provided email addresses.
- FEES AND SERVICES. For all services, you agree to pay us the applicable fees as set forth in the GenieBin Sales Order. Fees are due in advance of your access to the services. All fees are earned in full when paid and are not refundable. We will not issue refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. No exceptions to this practice will be made. This Agreement may be terminated by either Party upon thirty (30) days’ prior written notice in the event of a material breach by the other Party that is not remedied within ten (10) days of such notice. With regard to such termination, if the Customer validly terminates this Agreement on the grounds of a material breach by GenieBin, GenieBin shall, if requested by the Customer in writing, issue a prorated refund for the pre-paid amount of any unused Services within thirty (30) days of the Customer’s written request.
- MEMBER ACCOUNT, PASSWORD, AND SECURITY. To register for the Service, you must complete the registration process by providing GenieBin with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You shall protect your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify GenieBin immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, and with Your prior written authorization, GenieBin’s support staff may log in to the Service under Your Account in order to maintain or improve service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access; GenieBin will not, under any circumstances, access Your account without Your authorization.
- RESTRICTIONS AND RESPONSIBILITIES. You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Service; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Service; (iv) remove any proprietary notices or labels on the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service. You will use the Service solely for Your own internal use, and will not make the Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Service. This license will terminate immediately if You fail to comply with the terms of this Agreement. Upon such termination, You must cease any further use of the Service without the express written consent of GenieBin.
- CONFIDENTIALITY. "Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information as well as non-public, proprietary information relating to the business of either party including, without limitation, a party’s technical information, business strategy, customer information, procedures, proposed products and other non-public information that would reasonably be understood to be confidential given its nature or the circumstances surrounding its disclosure. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public by any means other than a breach of the obligations of the receiving party, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by GenieBin, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify GenieBin of any unauthorized use of Your account or any other breach of security known to You.
- INFORMATION RIGHTS AND PUBLICITY. GenieBin will not share information associated with You or your Site with any third parties unless GenieBin (i) has Your consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of GenieBin, its users or the public; or (iii) provides such information in certain limited circumstances to third parties to carry out tasks on GenieBin’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by GenieBin. When this is done, it is subject to agreements that oblige those parties to process such information only on GenieBin’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.
- INDEMNIFICATION. You agree to indemnify, hold harmless and defend GenieBin, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against GenieBin or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by GenieBin or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your brand features. In such a case, GenieBin will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. GenieBin reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
- THIRD PARTIES. If You provide access to Your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party ("Third Party"), whether or not You are authorized to do so by GenieBin, the terms of this Section 9 shall apply to You. If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party, (b) as between the Third Party and You, and (c) You shall not disclose Third Party's Customer Data to any other party without the Third Party's consent. You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. GenieBin makes no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to GenieBin, the Service, or use thereof. You agree to indemnify, hold harmless and defend GenieBin, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against GenieBin or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by GenieBin, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Service; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Service.
- DISCLAIMER OF WARRANTIES. The information and services included in or available through the Service, may include inaccuracies or typographical errors. GenieBin and/or its respective suppliers may make improvements and/or changes in the Service at any time, with or without notice. During the subscription term set forth in an applicable GenieBin Sales Order, in the event that Customer notifies GenieBin that the Services do not materially conform to the specifications set forth in an applicable Sales Order, GenieBin shall use commercially reasonable efforts to provide Customer with support to address such non-conformity. EXCEPT AS EXPRESSLY SETFORTH HEREIN, THE SERVICES ARE PROVIDED “AS-IS”, AND GENIEBIN MAKES NO OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, TO CUSTOMER OR ANY OTHER PERSON OR ENTITY AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL SUCH IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THOSE AS TO THE SECURITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY. GENIEBIN WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF GENIEBIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. GenieBin's total cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed U.S. $1000.00.
- SERVICE LEVELS. GenieBin does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond GenieBin’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where GenieBin’s or Your servers are located or co-located. Complete accuracy in all aspects of Your tasks at all times also is not guaranteed.
- PROPRIETARY RIGHTS NOTICE. The Service, which includes but is not limited to the site, tasks, alerts, API, and all intellectual property rights in the Service are, and shall remain, the property of GenieBin. All rights in and to the Service not expressly granted to You in this Agreement are hereby expressly reserved and retained by GenieBin and its licensors without restriction, including, without limitation, GenieBin’s right to sole ownership of the Service. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the site or otherwise attempt to discover any source code or trade secrets related to the site; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of GenieBin; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with GenieBin other than in the name of GenieBin; or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
- TERM and TERMINATION. Either party to the Agreement may terminate it at any time and for any reason. Upon any termination or expiration of this Agreement, GenieBin will cease providing the Service. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full and (c) all of Your historical tasks will no longer be available to You unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination.
- MISCELLANEOUS; APPLICABLE LAW AND VENUE. GenieBin shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may not be exported to or used by embargoed countries or individuals.