Effective date: April 14, 2026
These Terms of Service (the "Terms") govern your use of genonia.com (the "Site") and any services offered by Genonia Inc. ("Genonia," "we," "our," or "us"). By using the Site or our services, you agree to these Terms. If you do not agree, do not use the Site.
You may use the Site and services only if you can form a binding contract under applicable law. If you use the Site or services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" refers to both you and that entity.
You agree not to:
Pricing shown on the Site is illustrative. Binding pricing, payment schedules, and refund terms for any engagement are set in your signed MSA/SOW. Unless otherwise stated in writing, setup fees are due before work begins, recurring fees are billed in advance, and fees paid are non-refundable. You are responsible for any taxes, duties, or similar charges arising from your use of the services, excluding taxes on Genonia's net income. Late or unpaid amounts may result in suspension of work or services until the account is brought current.
If you engage us for services, you agree to:
Genonia is not responsible for delays, defects, or issues caused by inaccurate information, delayed feedback, unavailable third-party systems, or materials supplied by you.
You retain all rights in content and materials you provide to us, including your logos, trademarks, photos, videos, text, and business information ("Client Materials"). You grant Genonia a limited, non-exclusive, worldwide, royalty-free license to host, copy, modify, transmit, and display Client Materials solely as reasonably necessary to deliver the services and maintain related business records. You represent that you have all rights necessary to provide Client Materials and authorize us to use them as contemplated here and in any applicable written agreement.
Genonia retains all rights, title, and interest in the Site, our proprietary code, templates, frameworks, reusable components, workflows, internal tools, know-how, documentation, and branding. Except as expressly stated in a signed written agreement, no rights in these materials are transferred to you by implication or otherwise.
Subject to full payment of all amounts due, Genonia grants you a perpetual, non-exclusive, non-transferable license to use the final deliverables we specifically create for your business under the applicable engagement for your internal business purposes and public operations. Underlying frameworks, templates, and reusable components remain Genonia's property. Third-party software, plugins, APIs, fonts, integrations, and licensed assets remain subject to their own terms. You may not resell, sublicense, or exploit Genonia's proprietary tools or reusable systems except as expressly permitted in writing.
If you provide suggestions, ideas, or feedback about the Site or services, Genonia may use that feedback without restriction or compensation to you.
The Site and services may depend on, integrate with, or link to third-party providers, including hosting, analytics, communication, scheduling, payment, AI, and similar services. Genonia is not responsible for third-party services and does not guarantee their availability, security, performance, or continued support. Your use of any third-party service may be subject to separate terms and privacy policies, and those providers may change or discontinue features at any time.
Certain services involve artificial intelligence, machine learning, or automation, including chat, booking, review, lead, and messaging agents. You acknowledge that:
Genonia does not provide legal, tax, medical, accounting, or other regulated professional advice through any AI or automation feature.
If you and Genonia exchange non-public business, technical, financial, or strategic information in connection with a prospective or actual engagement, each party agrees to use reasonable care to protect the other's confidential information and use it only as necessary for the relationship. This obligation does not apply to information that: (a) is or becomes public through no wrongful act; (b) was already lawfully known to the receiving party; (c) is lawfully received from a third party without breach of duty; (d) is independently developed without use of the other party's confidential information; or (e) is required to be disclosed by law. This section supplements, and does not replace, any confidentiality terms in a signed written agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY CONTENT, OUTPUT, OR DELIVERABLE WILL BE ACCURATE, COMPLETE, OR FIT FOR YOUR PARTICULAR NEEDS. AI OUTPUT MAY OCCASIONALLY BE INACCURATE, AND WE DO NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, LEAD VOLUME, RANKING, OR REVENUE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GENONIA AND ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SITE, SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GENONIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO GENONIA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold Genonia and its officers, directors, owners, employees, contractors, and affiliates harmless from any third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or services in violation of these Terms or applicable law; (b) content, data, or instructions you provide to us; (c) your infringement of any third party's intellectual property, privacy, or other rights; or (d) your use of AI, automation, or communication features in violation of applicable law. Genonia reserves the right to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.
We may suspend or terminate your access to the Site or services immediately if you materially breach these Terms, fail to pay amounts due, create legal or security risk, or if required by law or a third-party provider. Either party may terminate a paid engagement in accordance with the notice terms of the MSA/SOW.
Upon termination or expiration:
Genonia will not be liable for any delay, failure, or interruption resulting from causes beyond our reasonable control, including acts of God, natural disasters, internet or utility failures, governmental actions, cyberattacks, pandemics, labor disputes, or failures of third-party providers.
These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict of laws rules.
Before filing any claim, you agree to first contact us at hello@genonia.com and attempt to resolve the dispute informally for at least 30 days.
Any dispute that cannot be resolved informally shall be resolved by binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in the State of Florida. Either party may still bring an individual action in small claims court or seek injunctive relief in court to protect intellectual property rights.
YOU AND GENONIA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any representative proceeding.
If the class action waiver is held unenforceable as to any claim, that claim will be severed and may be brought in court, and the remaining claims will still be resolved in arbitration.
We may update these Terms from time to time. When we do, we will update the effective date above. Continued use of the Site or services after changes become effective constitutes acceptance of the updated Terms.
These Terms, together with any signed MSA/SOW and our Privacy Policy, constitute the entire agreement between you and Genonia regarding general use of the Site. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms without our prior written consent; Genonia may assign these Terms in connection with a merger, acquisition, or sale of assets.
For questions about these Terms, contact us at hello@genonia.com.