Legal

Terms of Service

Last updated 9 September 2026

This Terms of Service agreement (this "Agreement") is entered into as of the Effective Date by and between Genios AI, Inc, a corporation with offices at... at 20360 Vía Santa Teresa, San Jose, CA 95120, United States (“Licensor”), and the individual or entity that accepts this Agreement or installs, accesses, or uses the Software (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE, LICENSEE MUST NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

1. Definitions

“Software” means the proprietary software product known as Geniosai, including any object code, executables, application programming interfaces, user interfaces, configuration files, updates, upgrades, modifications, and accompanying Documentation provided by Licensor.

“Documentation” means the user manuals, technical specifications, and other written materials supplied by Licensor that describe the functionality or operation of the Software.

"Licensee Data" means the data, documents, and content Licensee uploads or otherwise provides to the Software, the parsed or structured form of such data, the outputs and documents generated by the Software for Licensee, and prompts authored by Licensee.

"First-Party Data" means any data, content, indices, signals, or other information generated, derived, or made available by Licensor through the Software, excluding Third-Party Data and Licensee Data.

“Third-Party Data” means any data, datasets, feeds, content, models, indices, prices, signals, or other information made available through or in connection with the Software that is sourced, in whole or in part, from one or more third-party data providers (each a “Third-Party Data Provider”).

“Third-Party Terms” means the license terms, terms of use, data use policies, attribution requirements, and other contractual or regulatory obligations imposed by any Third-Party Data Provider with respect to Third-Party Data.

2. Grant of License

Subject to Licensee’s compliance with this Agreement and timely payment of all applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to install, access, and use the Software solely for Licensee’s internal business purposes and in accordance with the Documentation.

3. Restrictions

Licensee shall not, and shall not permit any third party to:

4. Ownership; Intellectual Property

The Software and Documentation, and all worldwide intellectual property rights therein, are and shall remain the exclusive property of Licensor and its licensors. This Agreement does not transfer any ownership rights in the Software to Licensee. All rights not expressly granted to Licensee are reserved by Licensor. Any feedback, suggestions, or ideas provided by Licensee regarding the Software may be used by Licensor without restriction or obligation.

4.1 Licensor Property

The Software and Documentation, and all worldwide intellectual property rights therein, are and shall remain the exclusive property of Licensor and its licensors. For clarity, Licensor Property includes all models, model weights, fine-tuning and training artifacts, embeddings, configurations, and prompts authored by Licensor, including any model trained on Licensee Data on Licensee's behalf. Such models and training artifacts constitute Licensor's proprietary software and are not Licensee Data. This Agreement does not transfer any ownership rights in the Software to Licensee. All rights not expressly granted to Licensee are reserved by Licensor. Any feedback, suggestions, or ideas provided by Licensee regarding the Software may be used by Licensor without restriction or obligation.

4.2 Licensee Data

Licensee retains all right, title, and interest in Licensee Data. Licensor claims no ownership of Licensee Data and will process it only as necessary to provide the Software and as described in the Privacy Policy.

4.3 Export and Deletion

Upon written request, Licensor will provide Licensee with an export of Licensee Data in a structured, machine-readable format, and will delete Licensee Data upon request, subject to applicable law and any retention obligations. Export and deletion rights do not extend to Licensor Property, including models and training artifacts described in Section 4.1.

5. Third-Party Data

5.1 Source of Data

The Software may transmit, display, incorporate, or otherwise make available Third-Party Data. Such Third-Party Data is sourced from one or more Third-Party Data Providers and is provided to Licensee solely as a pass-through or convenience feature. Licensor does not generate, originate, validate, audit, or guarantee Third-Party Data.

5.2 No Warranty as to Accuracy

ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, AND FITNESS OF ALL THIRD-PARTY DATA ARE THE SOLE RESPONSIBILITY OF THE APPLICABLE THIRD-PARTY DATA PROVIDER. Licensor makes no representation or warranty, express or implied, regarding any Third-Party Data, and expressly disclaims all liability arising from or relating to errors, omissions, inaccuracies, delays, interruptions, defects, or non-conformities in Third-Party Data, regardless of how caused. Licensee’s sole and exclusive remedy for any issue with Third-Party Data is to pursue such remedy (if any) directly against the applicable Third-Party Data Provider.

5.3 Subject to Third-Party Terms

Licensee’s access to and use of Third-Party Data is subject to, and conditioned upon Licensee’s compliance with, the applicable Third-Party Terms, which may be amended by the relevant Third-Party Data Provider from time to time. Licensee is solely responsible for reviewing, understanding, and complying with all Third-Party Terms, including any restrictions on redistribution, derivative use, attribution, retention, display, or commercial exploitation. To the extent of any conflict between this Agreement and any applicable Third-Party Terms with respect to Third-Party Data, the Third-Party Terms shall control as to that Third-Party Data.

5.4 Suspension or Discontinuation

Third-Party Data may be modified, suspended, degraded, or discontinued at any time by the applicable Third-Party Data Provider, with or without notice to Licensor or Licensee. Licensor shall have no liability for any such modification, suspension, degradation, or discontinuation, and may itself suspend or discontinue access to any Third-Party Data within the Software without liability to Licensee.

5.5 No Reliance

Third-Party Data is provided for informational purposes only and does not constitute investment, financial, legal, tax, medical, or other professional advice. Licensee shall independently verify Third-Party Data before relying on it for any decision, and assumes all risk arising from any such reliance.

6. Fees and Payment

Licensee shall pay the fees set forth in the applicable order form, quote, or online checkout (the “Fees”). Unless otherwise stated, all Fees are non-refundable, exclusive of taxes, and payable in U.S. dollars within thirty (30) days of invoice. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7. Term and Termination

This Agreement commences on the Effective Date and continues until terminated as provided herein (the “Term”). Either Party may terminate this Agreement for the other Party’s material breach if such breach remains uncured thirty (30) days after written notice. Licensor may suspend or terminate access immediately upon notice if Licensee breaches Sections 3, 5, or 9, or fails to pay any undisputed amount when due. Upon termination, all licenses granted hereunder cease, and Licensee shall destroy or return all copies of the Software in its possession. Sections 1, 4, 5, 8, 9, 10, 11, and 12 survive termination.

8. Warranty Disclaimer

THE SOFTWARE, DOCUMENTATION, AND ALL THIRD-PARTY DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA (INCLUDING THIRD-PARTY DATA) WILL BE ACCURATE, COMPLETE, OR TIMELY.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY THIRD-PARTY DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Licensee’s use of the Software in breach of this Agreement; (b) Licensee’s use of Third-Party Data in violation of any Third-Party Terms; or (c) Licensee’s violation of any applicable law or third-party right.

11. Confidentiality

Each Party shall protect the other Party’s non-public information disclosed in connection with this Agreement using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Confidential Information may be used solely to perform under this Agreement and disclosed only to personnel with a need to know who are bound by obligations of confidentiality at least as protective as those herein.

12. General

12.1 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

12.2 Assignment

Licensee may not assign or transfer this Agreement, in whole or in part, without Licensor’s prior written consent. Any attempted assignment in violation of this Section is void.

12.3 Notices

Notices to Licensor must be sent in writing to 20360 Vía Santa Teresa, San Jose, CA 95120, United States, with a copy to support@geniosai.ai. Security-related notices should be sent to security@geniosai.ai. Notices to Licensee may be delivered to the email or address on file with Licensor.

12.4 Force Majeure

Neither Party will be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, internet failures, governmental actions, or third-party service provider failures (including Third-Party Data Providers).

12.5 Entire Agreement

This Agreement, together with any order form, the Documentation, and the applicable Third-Party Terms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings. No modification is effective unless in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

12.6 No Waiver

A Party’s failure to enforce any right or provision will not constitute a waiver of such right or provision.

12.7 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.