Terms & Conditions

A LEGAL DISCLAIMER

This Terms and Conditions are legally binding agreements that outline the rights and responsibilities of Gen12, Inc. (“Company,” “we,” “us,” or “our”), which includes the website www.gen12.io (collectively referred to as the “Site”) and our customers.

Definitions. Unless otherwise defined herein, the capitalized terms used in this Agreement shall have the following definitions.

“Agreement” means collectively (i) these Terms and Conditions; and (ii) the initial Order Form and any other Order Forms incorporating these Terms and Conditions.
“Business Day” means Monday through Friday, 8:00 am to 5:00 pm central U.S. time, excluding any day that banks in the United States are required or permitted to be closed.
“Claims” has the meaning set forth in Section 8.1.
“Curation Services” means the services provided by Gen 12’s legacy plan curators in collecting, selecting, organizing and otherwise preparing and/or displaying information in connection with creation of a curated, digital legacy plan for Customer.
“Curation Fees” means, to the extent set forth in the Order Form, the fees owed/paid by Customer for the right to receive the Curation Services during the applicable Term.
“Customer” includes the Customer whose name is set forth in the Agreement and Order Form.
“Customer Data” means all personal information, family history, estate planning information, and any and all other types of files, data, or other information or material that Customer owns and provides Gen 12 or uses in conjunction with the Service.
“Customer Equipment” means Customer’s computer hardware, software and network infrastructure.
“Disclosing Party” has the meaning set forth in Section 5.1.
“Effective Date" has the meaning set forth in the preamble of this Agreement.
“Feedback” has the meaning set forth in Section 4.3.
“Fees” means, collectively, both (a) the Curation Fees and (b) any other fees or expenses, the payment of which is provided for herein.
“Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright, and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including moral rights and similar rights.
“Order Form” means Gen 12’s standard Order Form that (i) specifies the Services to ordered and licensed by Customer; (ii) references this Agreement; and (iii) is signed by authorized representatives of both Parties and deemed incorporated into this Agreement.
“Receiving Party” has the meaning set forth in Section 5.1.
“Service” means the Curation Services described in an Order Form and any other services provided by Gen 12 or its subcontractors.
“Support” means the general support services provided by Gen 12 universally to its customers in accordance with any support policies (if any) in place by Gen 12 from time-to-time.
“Taxes” has the meaning set forth in Section 6.5.
“Term” has the meaning set forth in Section 10.1.
“Trademarks” means the trademarks and service marks owned by Gen 12.
“Work Product” means any deliverables, work product and materials which are originated and prepared exclusively for Customer in connection with the Curation Services performed by Gen 12 or its subcontractors for Customer.

I. SERVICES

Curation Services and Support. Gen12 agrees to perform for Customer the Curation Services, as more specifically described in the Order Form, either by itself or through its subcontractors. The Parties agree that, upon Customer’s payment in full of the Fees, the Work Product resulting from the Curation Services will become the property of the Customer. Gen12 shall also provide Support for the Curation Services and the Work Product to Customer in accordance with Gen 12’s standard commercial practices.

II. CUSTOMER RESPONSIBILITIES; COOPERATION

Customer Responsibility. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data provided to Gen 12 in connection with Gen 12’s performance of the Curation Services.
Customer Cooperation. Customer acknowledges and agrees that, in connection with the Curation Services, it is the responsibility of Customer to provide to Gen 12 all Customer Data and other information necessary for Gen 12 to develop, create and produce a curated, digital legacy plan. Any obligations of Gen 12 under this Agreement will be suspended during any period of time where Customer fails to comply with this Agreement. For clarity, any such suspension of Gen 12’s performance will not suspend the Customer’s obligation to pay the Fees due hereunder.
Customer Equipment. Gen 12 is not responsible for (i) obtaining, maintaining or supplying any Customer Equipment needed to connect to, access or otherwise use the Service or the Work Product; or (ii) paying third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Service or the Work Product.

III. USAGE RESTRICTIONS; PERMITTED USE

By using the Gen12 app, you agree to use it solely for personal, non-commercial purposes. The app is intended for individual use to preserve personal memories, stories, and legacy. You may not use the app for any commercial, business, or profit-driven activities without express written permission from Gen12. Unauthorized commercial use, including but not limited to selling or distributing content for financial gain, is strictly prohibited.

IV. PROPRIETARY RIGHTS

Ownership. The Curation Services and all other Intellectual Property Rights (including but not limited to software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information) of Gen 12, its licensors and third party providers and all copies and parts thereof, whether any of the foregoing are pre-existing, developed in the course of this Agreement, or otherwise, are and shall at all times remain the sole and exclusive property of Gen 12 or the respective third party, including without limitation the all copyrights, Gen 12’s Trademarks, and all other Intellectual Property Rights embodied therein or appurtenant thereto. There are no implied rights and all other rights not expressly granted herein are reserved.
Work Product. Notwithstanding the foregoing, upon payment in full of any Fees owed hereunder by Customer, the Work Product arising from the Curation Services shall be owned exclusively by Customer. Gen 12 expressly agrees that, upon full payment of any Fees hereunder, such Work Product shall constitute “work made for hire” for Customer. To the extent that any of the Work Product does not constitute a “work made for hire” under applicable law, upon its receipt of payment of all Fees in full, Gen 12 hereby irrevocably assigns all right, title and interest throughout the world in and to the Work Product to the Customer.
Customer Data. All Customer Data is owned exclusively by the Customer. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Gen 12 and its vendors or subcontractors to enforce this Agreement, exercise their rights or perform their obligations hereunder. Gen 12 may access Customer’s accounts, including Customer Data therein, to which Gen 12 is provided access by Customer to deliver the Service or for any other reason at the Customer’s request.
Service Suggestions. Gen 12 shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information (“Feedback”) provided to Gen 12 by Customer or its Users and relating to the Service. If Gen 12 makes any improvements to Gen 12’s Service based on Customer or its Users’ Feedback, Gen 12 shall be the sole and exclusive owner of such improvements, and Customer shall have no right, title or interest in such improvements.

V. CONFIDENTIALITY

Confidentiality. As used herein, "Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, Gen 12’s Intellectual Property Rights, business and marketing plans, customer and vendor names, technology and technical information, product designs, and business processes. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except those employees or contractors of the Receiving Party who have a need to know such Confidential Information under this Agreement and are under confidentiality obligations at least as restrictive as the terms of this Agreement. The Receiving Party is responsible for breaches of this Section 5 by its employees and contractors. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Non-Confidential Information. Notwithstanding any provision contained in this Agreement, neither Party shall be required to maintain in confidence any of the following: (i) information that, at the time of or after disclosure, becomes part of the public domain without restriction, except by breach of this Agreement; (ii) information that the Receiving Party can demonstrate resulted from its own research and development, independent of and without reference to disclosure from the Disclosing Party; or (iii) information that the Receiving Party receives from third parties, provided such information was not obtained by such third parties from the Disclosing Party on a confidential basis.
Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

VI. FEES & PAYMENT

Fees and Payment. Customer shall pay all Fees specified in all executed Order Form(s) hereunder, without deduction or setoff, in exchange for the Service and the Support (if any). Except as otherwise provided, all Fees are quoted and due in US dollars and are non-refundable except as required as a result of Gen 12’s material breach of this Agreement. Fees for the Service shall be invoiced by Gen 12 and payable by Customer in accordance with the relevant Order Form; provided, however, that if no payment schedule is set forth in an Order Form, Fees will be payable within thirty (30) days of receipt of an invoice from Gen 12.
Curation Expenses. Unless otherwise stated in writing, Customer shall reimburse Gen 12 for all reasonable business expenses, including travel and lodging, actually incurred by Gen 12 in the performance of any Curation Services.
Late Fees; Collection Costs. Gen 12 may charge to Customer a late payment charge of 1.5% per month on past due amounts until they are paid in full. Customer shall pay any attorneys’ fees, court costs, or other costs incurred by Gen 12 in collection of past due amounts owed hereunder.
Suspension of Service. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Gen 12 reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
Taxes. Unless otherwise stated, Gen 12’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Gen 12 may be required to charge sales tax pursuant to certain state and local tax laws, and if so Customer will be responsible for payment of such Taxes and agrees to pay such Taxes (on top of any Fees otherwise owed) when invoiced by Gen 12.

VII. WARRANTIES AND DISCLAIMER

Warranties. Gen 12 represents and warrants that:
The Service does not and will not infringe the Intellectual Property Rights or proprietary rights of any third party;
It has the power and authority to enter into this Agreement and perform its duties and obligations hereunder;
The Curation Services, as set forth in this Agreement, will be performed in a professional manner by individuals that are reasonably qualified to perform such Curation Services; and
The execution, delivery and consummation of all transactions contemplated in this Agreement have been duly authorized by all necessary organizational action on its part and shall not conflict with the provisions of any other agreement between it and any third party.
Disclaimer. Except as expressly provided herein, the Services are provided "as is" and without warranties of any kind either expressed or implied. To the fullest extent of the applicable law, Gen 12 and its affiliates disclaim all warranties of merchantability and fitness for a particular purpose. Gen 12 makes no warranties or representations regarding – and assumes no liability for – the completeness, accuracy, reliability, or any uses of any content or material that is created or generated for Customer by Gen 12 by reference to materials or information (including Customer Data) provided by Customer to Gen 12.

VIII. INDEMNIFICATION

Indemnification by Gen 12. Subject to this Agreement, Gen 12 shall defend, indemnify and hold Customer harmless against any losses, judgments, damages or other liabilities (including reasonable attorneys' fees) incurred in connection with claims, demands, suits or proceedings ("Claims") made or brought against Customer by a third party arising out of or related to an allegation that the use of the Service as contemplated hereunder infringes the Intellectual Property Rights of a third party; provided, that Customer shall (i) promptly give written notice of the Claim to Gen 12; (ii) give Gen 12 sole control of the defense and settlement of the Claim (provided that Gen 12 may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (iii) provide to Gen 12, at Gen 12's cost, all reasonable assistance.
Indemnification by Customer. Subject to this Agreement, Customer shall defend, indemnify and hold Gen 12 harmless against any losses, judgments, damages or other liabilities (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Gen 12 alleging that the Customer Data or Customer's use of or receipt of the Service (as opposed to the Service itself) infringes the Intellectual Property Rights of, or has otherwise harmed, a third party; provided, that Gen 12 (i) promptly gives written notice of the Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Gen 12 of all liability); and (iii) provides to Customer, at Customer's cost, all reasonable assistance.

IX. LIMITATION OF LIABILITY

Limitation of Liability. IN NO EVENT SHALL GEN 12’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY CUSTOMER TO GEN 12 FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM OF LIABILTY OF GEN 12 HEREUNDER.
Exclusion of Consequential and Related Damages. EXCEPT FOR (I) DAMAGES RELATED TO CLAIMS THAT ARE THE SUBJECT OF INDEMNIFICATION UNDER THIS AGREEMENT; (II) DAMAGES RELATED TO CLAIMS BASED ON EITHER PARTY’S BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 5 (CONFIDENTIALITY); OR (III) DAMAGES RELATED TO EITHER PARTY’S UNAUTHORIZED USE, DISTRIBUTION, OR DISCLOSURE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT WILL GEN 12 OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

X. TERM AND TERMINATION

Term. Unless terminated earlier in accordance with Section 10.2, the Term of this Agreement commences on the Effective Date and continues until all Services set forth in any Order Form have been completed and all Fees owed hereunder have been paid by Customer (the “Term”).
Termination for Cause. Notwithstanding the foregoing, this Agreement may be terminated by either Party immediately upon written notice if the other Party: (i) becomes insolvent or ceases doing business for a period greater than ninety (90) days; or (ii) materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days following written notice to such Party.
Outstanding Fees. Generally, all Fees owed hereunder are non-refundable. However, if this Agreement is terminated by Customer in accordance with Section 10.2 because of Gen 12’s material breach, Gen 12 shall only be entitled to a reasonable fee for its Services actually performed prior to the effective date of termination, and Gen 12 shall refund to Customer any excess payments within a reasonable timeframe.
Return of Customer Data. Upon request by Customer made within 90 days of the effective date of termination, Gen 12 shall, at no additional charge to Customer, make available for export or download in Gen 12’s standard export format (available to Gen 12’s other customers utilizing the Service) a file of Customer Data. After such 90-day period, Gen 12 shall have no obligation to maintain or provide any Customer Data or materials.
Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 4, 5, 6, 7, 8, 9, 10 and 11; and, any other terms that, by their nature, ought to survive termination to give effect to the intent for inclusion of such terms, will survive the expiration or termination of this Agreement.

XI. GENERAL PROVISIONS

Counterparts. This Agreement may be executed in two or more counterparts (and by facsimile signature or by scanned documents via e-mail transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Force Majeure. Neither Party shall be liable for failure to perform or for delay in performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, fires, floods, earthquakes, accidents, strikes, acts of war, acts of terrorism, riot, embargoes, fuel crises, acts of civil or military authorities, or intervention by governmental authority, provided that such Party gives prompt written notice thereof to the other Party. Any failure or delay occasioned by the foregoing shall be remedied as soon as reasonably possible.
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second Business Day after mailing to the address set forth for the receiving Party in the Order Form (or, for Gen 12, in the preamble); (iii) the second Business Day after sending by confirmed facsimile; or (iv) the second Business Day after sending by email to an email address known to be recently utilized by the applicable Party.
Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement together with all rights and obligations hereunder, without consent of the other Party, to such Party’s affiliate or otherwise in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets not involving a direct competitor of the other Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Governing Law and Venue. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts with jurisdiction in Shasta County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In the event of any suits or actions or other proceedings to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred therein.
Publicity. The Parties may issue one or more announcements at mutually agreed upon times concerning the relationship between the Parties. Gen 12 may also include Customer’s name in a list of its customers provided that Customer’s name and logo are not displayed any more prominently than the name or logo of any other customer.
No Legal or Financial Advice. Customer hereby acknowledges and agrees that Gen 12 is providing no legal or financial advice to Customer or its agents or representatives whatsoever. To the extent that the Service incorporates, discusses or otherwise outlines Customer’s legacy and/or estate plan, Gen 12 is merely communicating details back to Customer that the Customer has originally provided to Gen 12. Customer and its agents and representatives shall not rely on any materials created by Gen 12 as legally accurate. Customer and its agents and representatives are hereby directed and informed to seek the advice of an attorney with respect to the preparation, drafting and interpretation of any and all legacy and/or estate planning documents.
Non-Circumvention. Customer agrees that, in the event that Customer is introduced to any contractor, employee other service provider of the Gen 12 in connection with the Service, Customer shall not circumvent Gen 12 by working directly such contractor, employee or other service provider, for a period of three (3) years from the Effective Date.
Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Entire Agreement. This Agreement, including all Order Forms executed hereunder, constitute the entire agreement between the Parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict between the provisions in this Agreement or any Order Form executed hereunder, the terms of such Order Form shall prevail to the extent of any inconsistency.

X. GEN12 CONTACT

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