Terms of Service

These Terms of Service (“Terms,” “Agreement”) constitute a legally binding contract between you and Genmark AI, Inc., a Delaware corporation (“Genmark AI,” “Company,” “we,” “us,” or “our”). By accessing, browsing, or using the Genmark AI platform located at https://genmark.ai and any associated applications, APIs, or services (collectively, the “Service” or “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into this Agreement on behalf of a business, organization, or other legal entity (“Client”), you represent and warrant that you have the legal authority to bind that entity to these Terms, in which case “you” and “your” shall refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Service.

Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes. We encourage you to review these Terms periodically. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Service.

These Terms incorporate by reference our Privacy Policy (available at https://genmark.ai/legal/privacy-policy), our Data Processing Addendum (where applicable), and any Order Forms or subscription agreements executed between you and Genmark AI.

3.1 Eligibility. The Service is intended for use by businesses and professionals. You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement. If you are accessing the Service on behalf of an organization, you represent and warrant that you are authorized to accept these Terms on behalf of that organization.

3.2 Account Creation. To access the Service, you must create an Account by providing accurate, current, and complete registration information, including your name, business name, email address, and any other information requested during the registration process. You agree to promptly update your Account information to keep it accurate, current, and complete.

3.3 Account Security. You are responsible for maintaining the confidentiality of your Account credentials, including your password and any API keys. You are fully responsible for all activities that occur under your Account, whether or not authorized by you. You agree to immediately notify Genmark AI at security@genmark.ai of any unauthorized use of your Account or any other breach of security. Genmark AI shall not be liable for any loss or damage arising from your failure to comply with this section.

3.4 Authorized Users. You may permit Authorized Users to access the Service under your Account, subject to the user limits of your Subscription Plan. You are responsible for ensuring that all Authorized Users comply with these Terms. You are liable for any acts or omissions of your Authorized Users that would constitute a breach of these Terms if performed by you.

3.5 Account Types. The Platform supports individual business accounts and Agency Accounts. Agency Account holders are responsible for ensuring that they have all necessary authorizations from their clients to manage Managed Businesses on the Platform, including authorization to connect third-party integrations, initiate website crawls, and access visibility data on behalf of those clients.

3.6 One Account Per Entity. Unless expressly authorized by Genmark AI, each legal entity may maintain only one Account. Creating multiple accounts to circumvent usage limits, avoid fees, or evade suspension is a material breach of these Terms.

4.1 Overview. Genmark AI is an AI Brand Visibility Platform that provides software-as-a-service tools enabling businesses to monitor, analyze, and optimize their brand’s presence across AI-powered platforms and search systems. The Service includes, but is not limited to, the following capabilities:

• AI Visibility Monitoring: Automated tracking of brand mentions, citations, and references across AI Platforms such as ChatGPT, Gemini, Perplexity, Claude, and others.
• Brand Presence Rate (BPR) Scoring: Proprietary composite metrics that quantify brand visibility, citation quality, sentiment, and competitive positioning.
• Website Content Analysis: Automated crawling and analysis of Client websites to evaluate content quality, AI-readiness, and optimization opportunities.
• Competitor Visibility Analysis: Comparative analysis of brand visibility against identified competitors across AI Platforms.
• AI Visibility Audits: Comprehensive assessments of brand presence including entity recognition, citation tracking, and recommendation generation.
• Social Media Management: Tools for creating, scheduling, publishing, and analyzing social media content across connected platforms including LinkedIn, Facebook, and Instagram.
• Content Creation and Optimization: AI-assisted content generation, including social media posts, blog content recommendations, and optimization suggestions.
• Campaign Management: Planning, execution, and performance tracking of marketing campaigns across digital channels.
• Reporting and Analytics: Dashboards, reports, and data exports providing insights into brand visibility trends, content performance, and competitive landscape.
• Agency and Multi-Business Management: Tools for agencies and multi-location businesses to manage multiple brand profiles from a single account.
• Third-Party Integrations: Connections to external platforms including LinkedIn, Facebook, Instagram, Google Analytics, and other marketing and analytics tools.

4.2 Service Modifications. We reserve the right to modify, update, or discontinue any feature or functionality of the Service at any time, with or without notice. For material changes that significantly reduce the functionality available under your Subscription Plan, we will provide at least thirty (30) days’ prior written notice. If such a change materially and adversely affects your use of the Service, you may terminate your subscription in accordance with Section 16.

4.3 AI Platform Dependencies. You acknowledge and agree that the Service depends on the availability and functionality of third-party AI Platforms. Changes to AI Platform APIs, terms of service, access policies, model updates, or data sources may affect the Service’s ability to monitor, track, or analyze brand visibility. Genmark AI is not responsible for changes made by AI Platform providers that affect the accuracy, completeness, or availability of visibility data.

4.4 Data Accuracy. Visibility data, scores, and metrics reflect AI Platform responses at the time of monitoring and are subject to inherent variability. AI Platform responses may differ based on query phrasing, user context, model version, geographic location, and other factors outside of Genmark AI’s control. The Service provides a representative sample of AI Platform behavior and does not guarantee that results will be identical to those experienced by end users in real-time.

5.1 Subscription Plans. The Service is offered through tiered Subscription Plans (e.g., Starter, Growth, Scale, Enterprise), each with defined features, usage limits, number of Authorized Users, number of business profiles, API access levels, and monitoring frequencies. Current plan details and pricing are available at https://genmark.ai/pricing and may be updated from time to time.

5.2 Fees. You agree to pay all fees applicable to your Subscription Plan as specified in the applicable Order Form or the pricing page at the time of your subscription. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties (excluding taxes based on Genmark AI’s income).

5.3 Billing Cycle. Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected at the time of subscription. Annual subscriptions are billed for the full year at the start of each annual period.

5.4 Auto-Renewal. Your subscription will automatically renew at the end of each billing period for successive periods of the same duration, unless you cancel your subscription before the renewal date. For annual subscriptions, we will send a renewal reminder at least thirty (30) days before the renewal date.

5.5 Payment Methods. You must provide a valid payment method (credit card, debit card, or other accepted payment instrument) at the time of subscription. You authorize Genmark AI (or its payment processor) to charge your payment method for all fees due under your subscription. You are responsible for keeping your payment information current.

5.6 Late Payments. If any payment is not received by Genmark AI by the due date, then without limiting our other rights and remedies: (a) such charges may accrue late interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; and (b) Genmark AI may suspend your access to the Service upon fifteen (15) days’ written notice if the overdue amount is not paid in full within that notice period.

5.7 Price Changes. Genmark AI reserves the right to change subscription pricing at any time. Price changes for existing subscribers will take effect at the start of the next billing period following at least thirty (30) days’ prior written notice. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.

5.8 Refund Policy. Monthly subscriptions: No refunds are provided for partial months of service. Annual subscriptions: If you cancel within the first fourteen (14) days of the initial subscription term, you may request a full refund less any usage fees incurred. After the fourteen-day period, annual subscriptions are non-refundable for the remainder of the current billing period. Refund requests must be submitted in writing to billing@genmark.ai.

5.9 Upgrades and Downgrades. You may upgrade your Subscription Plan at any time, and the new pricing will take effect immediately with a prorated charge for the remainder of the current billing period. Downgrades will take effect at the start of the next billing period. No refunds or credits are issued for downgrades during the current billing period. Features and data associated with higher-tier plans may become unavailable upon downgrade.

6.1 Free Trials. Genmark AI may offer free trial periods at its discretion. Free trials provide access to specified features for a limited duration as described at the time of enrollment. Unless you cancel before the trial period expires, your trial will automatically convert to a paid subscription at the plan and pricing indicated during trial enrollment, and your payment method will be charged accordingly.

6.2 Trial Limitations. Free trials may include usage limitations, reduced feature sets, or other restrictions compared to paid Subscription Plans. Genmark AI reserves the right to limit free trials to one per individual or entity, and to terminate or modify trial offers at any time without prior notice.

6.3 Beta Features. From time to time, Genmark AI may make available features, tools, or services designated as “beta,” “preview,” “early access,” or “experimental” (“Beta Features”). Beta Features are provided “as-is” without any warranty of any kind, are not subject to any service level commitments, and may be discontinued at any time without notice. You acknowledge that Beta Features may contain bugs, errors, or inaccuracies, and that your use of Beta Features is at your sole risk.

6.4 Feedback on Beta Features. If you provide feedback, suggestions, or recommendations regarding Beta Features (“Beta Feedback”), you grant Genmark AI a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Beta Feedback into the Service without any obligation or compensation to you.

7.1 General Conduct. You agree to use the Service only for lawful purposes and in compliance with all applicable local, state, national, and international laws and regulations. You shall use the Service only for legitimate business purposes related to monitoring, analyzing, and improving your brand’s visibility and digital presence.

7.2 Prohibited Activities. You agree NOT to:

• Use the Service to monitor, track, or gather data about brands, businesses, or individuals without proper authorization or legitimate business interest.
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or data models of the Platform Technology.
• Circumvent, disable, or interfere with security-related features of the Service, including authentication, authorization, encryption, or access controls.
• Use automated means (bots, scrapers, crawlers) to access the Service in a manner that exceeds your Subscription Plan’s rate limits or places an unreasonable load on the Service infrastructure.
• Resell, sublicense, lease, time-share, or otherwise make the Service available to any third party, except as expressly permitted through Agency Accounts.
• Use the Service to send spam, unsolicited communications, or bulk messages through connected social media integrations.
• Upload, submit, or transmit any Client Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• Use the Service to infringe upon or misappropriate the Intellectual Property Rights of any third party.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.
• Use the Service to engage in competitive intelligence gathering for the purpose of developing a competing product or service.
• Introduce viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful.
• Use Generated Content in a manner that violates applicable laws, including publishing AI-generated content without appropriate disclosure where required by law or regulation.
• Manipulate or attempt to manipulate AI Platform responses, rankings, or visibility metrics through fraudulent, deceptive, or artificially inflated means.
• Share Account credentials, API keys, or access tokens with unauthorized individuals or entities.

7.3 Rate Limits and Fair Use. Each Subscription Plan includes defined rate limits for API calls, monitoring queries, website crawls, content generation requests, and other usage parameters. These limits are designed to ensure fair access for all users and protect the stability of the Service. Exceeding rate limits may result in temporary throttling of your Account. Persistent or egregious overuse may result in suspension or termination of your Account. Specific rate limits for your Subscription Plan are documented in your Account settings and in the Platform’s API documentation.

7.4 API Usage. If your Subscription Plan includes API access, your use of the Genmark AI API is subject to the API Terms of Use (available at https://genmark.ai/legal/api-terms) and the usage limits specified in your Subscription Plan. API credentials are confidential and must not be shared, published, or embedded in client-side code. Genmark AI reserves the right to revoke API access if usage patterns indicate abuse or a security risk.

7.5 Enforcement. Genmark AI reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including removing content, suspending or terminating Accounts, reporting to law enforcement, and pursuing civil remedies.

8.1 Genmark AI’s Intellectual Property. The Service, including all Platform Technology, software, algorithms, machine learning models, user interfaces, designs, documentation, trademarks, trade names, logos, and all other proprietary materials, are and shall remain the exclusive property of Genmark AI and its licensors. These Terms do not convey to you any ownership interest in or to the Service, but only a limited, revocable right of use in accordance with these Terms.

8.2 Client’s Intellectual Property. You retain all right, title, and interest in and to your Client Content, including your brand names, trademarks, logos, business information, website content, and other proprietary materials that you provide to the Service. Nothing in these Terms shall be construed as transferring ownership of your Intellectual Property Rights to Genmark AI.

8.3 Generated Content Ownership. Subject to the rights retained by Genmark AI in its Platform Technology, you own the Generated Content produced by the Service specifically for your Account (such as reports, analyses, recommendations, and AI-generated text). However, you acknowledge that: (a) Generated Content is produced using Genmark AI’s proprietary algorithms and models; (b) similar or identical Generated Content may be produced for other users; (c) Genmark AI retains the right to use the underlying methodologies, techniques, and learnings to improve the Service; and (d) Generated Content derived from publicly available data does not create exclusive rights in that underlying data.

8.4 Service Data. Genmark AI owns all right, title, and interest in Service Data (aggregated, anonymized, and de-identified data). Genmark AI may use Service Data for any lawful purpose, including improving the Service, conducting research, generating benchmarks, and developing new products, provided that such use does not identify you or any individual.

8.5 Feedback. If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), you hereby assign to Genmark AI all right, title, and interest in such Feedback and agree that Genmark AI is free to use, disclose, reproduce, license, and otherwise exploit the Feedback without restriction or obligation to you.

8.6 Trademark Usage. Neither party may use the other party’s name, trademarks, or logos without prior written consent, except that Genmark AI may include your company name and logo in its list of customers for marketing purposes unless you opt out in writing.

9.1 Client Data Ownership. As between you and Genmark AI, you own all Client Content and all data that you provide to or generate through the Service that is specific to your business (“Client Data”). Genmark AI does not claim ownership of your Client Data.

9.2 License to Genmark AI. You grant Genmark AI a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and process your Client Content and Client Data solely for the purposes of: (a) providing and operating the Service; (b) improving and developing the Service; (c) generating visibility metrics, reports, and analyses for your Account; (d) performing website crawling and content analysis as authorized by you; (e) connecting to and exchanging data with Third-Party Services as configured by you; and (f) complying with applicable laws. This license terminates upon termination of your Account, except as necessary for Genmark AI to fulfill its legal obligations or as otherwise provided in these Terms.

9.3 Website Crawling Authorization. By adding a website URL to the Platform for content analysis, you represent and warrant that you are the owner of, or have obtained all necessary authorizations to permit, the crawling and analysis of that website. You authorize Genmark AI to crawl, index, and analyze the content of the specified website(s) for the purpose of providing content quality assessments, AI-readiness evaluations, and optimization recommendations. You may revoke this authorization at any time by removing the website from your Account settings.

9.4 Third-Party Integration Authorization. By connecting Third-Party Services (such as LinkedIn, Facebook, Instagram, or Google Analytics) to the Platform, you represent and warrant that you have the authority to grant Genmark AI access to those services and that such access complies with the terms of service of those Third-Party Services. Genmark AI accesses Third-Party Services on your behalf using the credentials and permissions you provide.

9.5 Data Processing. To the extent that Genmark AI processes personal data on your behalf in connection with the Service, the parties agree to the terms of the Data Processing Addendum (available at https://genmark.ai/legal/dpa), which is incorporated into these Terms by reference. The Data Processing Addendum addresses the parties’ respective obligations under applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

10.1 Obligations. Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms; and (c) not use Confidential Information for any purpose other than performing obligations or exercising rights under these Terms.

10.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure by the disclosing party without restriction; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

10.3 Compelled Disclosure. If the receiving party is compelled by law, regulation, or legal process to disclose Confidential Information, it shall: (a) provide prompt written notice to the disclosing party (to the extent legally permitted); (b) cooperate with the disclosing party’s reasonable efforts to resist or narrow the disclosure; and (c) disclose only that portion of Confidential Information that is legally required to be disclosed.

10.4 Duration. Confidentiality obligations under this section shall survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

11.1 Third-Party Platforms. The Service integrates with and accesses data from various Third-Party Services, including but not limited to LinkedIn, Facebook (Meta), Instagram, Google Analytics, AI Platforms, and other marketing, analytics, and social media platforms. Your use of these Third-Party Services is subject to their respective terms of service and privacy policies, which are separate from and in addition to these Terms.

11.2 No Endorsement. Genmark AI does not endorse, warrant, or assume responsibility for any Third-Party Services. The inclusion of a third-party integration within the Platform does not constitute an endorsement or recommendation. Genmark AI is not liable for any loss or damage caused by your reliance on any Third-Party Service.

11.3 Integration Availability. The availability and functionality of Third-Party Service integrations depend on the policies, APIs, and technical infrastructure of those third parties. Genmark AI does not guarantee that any particular integration will remain available or function in a specific manner. Changes to Third-Party Service APIs or terms may require Genmark AI to modify, limit, or discontinue integrations.

11.4 Social Media Publishing. When you use the Service to create and publish content to social media platforms, you are responsible for ensuring that such content complies with the terms of service of the applicable social media platform and all applicable laws and regulations. Genmark AI is not responsible for the consequences of content published through the Service, including but not limited to account suspensions, content removals, or regulatory actions taken by third-party platforms.

11.5 Data from Third Parties. Data obtained from Third-Party Services is provided “as-is” and Genmark AI does not warrant the accuracy, completeness, or timeliness of such data. You acknowledge that Third-Party Service data may be subject to delays, inaccuracies, or gaps beyond Genmark AI’s control.

12.1 Uptime Target. Genmark AI targets 99.9% uptime for the Platform, measured on a monthly basis, excluding Scheduled Maintenance and Force Majeure Events. “Uptime” means the percentage of time during a calendar month that the core Platform functionality is available and operational.

12.2 Scheduled Maintenance. Genmark AI may perform scheduled maintenance that temporarily reduces Platform availability. Whenever practicable, scheduled maintenance will be performed during off-peak hours (weekends or between 12:00 AM and 6:00 AM Eastern Time on weekdays), and Genmark AI will provide at least twenty-four (24) hours’ advance notice via email or in-platform notification.

12.3 Emergency Maintenance. Genmark AI may perform emergency maintenance without prior notice when necessary to address security vulnerabilities, data integrity issues, or other critical threats to the Service. Genmark AI will use commercially reasonable efforts to minimize the duration and impact of emergency maintenance and will notify affected users as soon as practicable.

12.4 Service Credits. For Enterprise Subscription Plans with a separate Service Level Agreement, if the Platform fails to meet the 99.9% uptime target in any calendar month, eligible Clients may request service credits in accordance with the terms of their SLA. Service credit requests must be submitted within thirty (30) days of the end of the affected month. Service credits are the sole and exclusive remedy for failure to meet the uptime target.

12.5 Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, government actions or orders, power failures, Internet or telecommunications outages, cyberattacks (including distributed denial-of-service attacks), labor disputes, or failures of Third-Party Services or AI Platforms (“Force Majeure Events”). The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event.

13.1 Genmark AI Warranties. Genmark AI warrants that: (a) it has the legal right and authority to enter into these Terms and provide the Service; (b) the Service will perform materially in accordance with the applicable documentation during the subscription term; and (c) it will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of Client Data.

13.2 Client Warranties. You warrant that: (a) you have the legal right and authority to enter into these Terms; (b) your use of the Service will comply with all applicable laws and regulations; (c) your Client Content does not infringe upon or misappropriate any third party’s Intellectual Property Rights; and (d) you have obtained all necessary consents and authorizations to provide Client Content to the Service, including authorization to crawl websites and connect Third-Party Services.

13.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GENMARK AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING:

• AI-Generated Content Disclaimer: GENMARK AI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY GENERATED CONTENT, INCLUDING AI-GENERATED TEXT, RECOMMENDATIONS, ANALYSES, OR REPORTS. GENERATED CONTENT IS PRODUCED USING ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES THAT ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE INCORRECT, INCOMPLETE, BIASED, OR MISLEADING OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND APPROVING ALL GENERATED CONTENT BEFORE USE OR PUBLICATION.
• No Guarantee of Visibility Improvement: GENMARK AI DOES NOT GUARANTEE THAT USE OF THE SERVICE WILL RESULT IN ANY SPECIFIC IMPROVEMENT IN YOUR BRAND’S VISIBILITY, RANKINGS, CITATIONS, OR PRESENCE ON AI PLATFORMS. BRAND VISIBILITY ON AI PLATFORMS IS INFLUENCED BY NUMEROUS FACTORS OUTSIDE OF GENMARK AI’S CONTROL, INCLUDING AI MODEL TRAINING DATA, ALGORITHM UPDATES, COMPETITOR ACTIVITY, AND CONTENT QUALITY.
• Visibility Data Accuracy: GENMARK AI DOES NOT WARRANT THAT VISIBILITY SCORES, BRAND PRESENCE RATES, CITATION COUNTS, OR OTHER METRICS ARE COMPLETE, ACCURATE, OR REFLECTIVE OF ALL AI PLATFORM INTERACTIONS. METRICS ARE BASED ON SAMPLED DATA AND PROPRIETARY ALGORITHMS AND SHOULD BE USED AS DIRECTIONAL INDICATORS RATHER THAN ABSOLUTE MEASURES.
• Third-Party Data: GENMARK AI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR AVAILABILITY OF DATA OBTAINED FROM THIRD-PARTY SERVICES, AI PLATFORMS, OR EXTERNAL SOURCES.

14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE OF THE SERVICE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF GENMARK AI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO GENMARK AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TRIAL USERS OR UNPAID ACCOUNTS, GENMARK AI’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).

14.3 Exceptions. The limitations in Sections 14.1 and 14.2 shall not apply to: (a) either party’s indemnification obligations under Section 15; (b) either party’s breach of its confidentiality obligations under Section 10; (c) your payment obligations under Section 5; (d) your breach of the Acceptable Use Policy under Section 7; or (e) either party’s liability for fraud, gross negligence, or willful misconduct.

14.4 Basis of the Bargain. You acknowledge that the fees charged by Genmark AI reflect the allocation of risk set forth in this Agreement, including the limitations of liability in this section, and that Genmark AI would not enter into this Agreement without these limitations.

15.1 Your Indemnification. You agree to indemnify, defend, and hold harmless Genmark AI, its Affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your Client Content, including any claim that Client Content infringes or misappropriates a third party’s Intellectual Property Rights; (c) your violation of any applicable law or regulation; (d) your unauthorized crawling of websites you do not own or have permission to crawl; (e) content published through the Service to social media platforms or other channels; (f) your breach of the Acceptable Use Policy; or (g) any dispute between you and a third party arising from your use of the Service.

15.2 Genmark AI’s Indemnification. Genmark AI agrees to indemnify, defend, and hold harmless you and your Affiliates from and against any third-party claim that the Service, as provided by Genmark AI and used in accordance with these Terms, infringes or misappropriates such third party’s valid patent, copyright, or trade secret rights, provided that you: (a) promptly notify Genmark AI in writing of the claim; (b) grant Genmark AI sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance at Genmark AI’s expense.

15.3 IP Infringement Remedies. If the Service becomes, or in Genmark AI’s reasonable judgment is likely to become, the subject of an infringement claim, Genmark AI may, at its option and expense: (a) procure the right for you to continue using the Service; (b) replace or modify the Service so that it becomes non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate your subscription and refund any prepaid fees for the unused portion of the subscription term.

15.4 Exclusions. Genmark AI’s indemnification obligations under Section 15.2 shall not apply to the extent that the claim arises from: (a) Client Content; (b) modifications to the Service made by you or at your direction; (c) your use of the Service in combination with non-Genmark AI products or services; or (d) your use of the Service after Genmark AI has notified you to cease such use due to an infringement concern.

16.1 Termination by You. You may terminate your subscription at any time by canceling through your Account settings or by sending a written notice to support@genmark.ai. Termination will be effective at the end of the current billing period. You will continue to have access to the Service until the end of the paid billing period. No refunds will be issued for the remaining portion of the current billing period, except as provided in Section 5.8.

16.2 Termination by Genmark AI. Genmark AI may terminate your Account and access to the Service: (a) immediately upon written notice if you commit a material breach of these Terms that is not curable, or that you fail to cure within thirty (30) days of written notice specifying the breach; (b) immediately if you fail to pay any fees when due and do not cure the default within fifteen (15) days of written notice; (c) immediately if you engage in activities that threaten the security, integrity, or availability of the Service; (d) immediately if required to do so by law or regulation; or (e) upon thirty (30) days’ written notice for any reason or no reason (in which case Genmark AI will refund prepaid fees for the unused portion of the subscription term).

16.3 Suspension. Genmark AI may suspend your access to the Service, in whole or in part, without prior notice if: (a) Genmark AI reasonably believes your Account is being used in violation of these Terms or applicable law; (b) your use poses a security risk to the Service or other users; (c) your Account is delinquent on payment obligations; or (d) suspension is required to comply with a legal requirement or court order. Genmark AI will use commercially reasonable efforts to notify you of the suspension and the reason therefor as soon as practicable.

16.4 Effect of Termination. Upon termination of your Account: (a) your right to access and use the Service immediately ceases (or at the end of the billing period, as applicable); (b) you remain liable for all fees and charges incurred prior to termination; (c) all licenses granted to you under these Terms terminate; (d) Sections 8, 10, 13, 14, 15, 17, 18, 19, 20, 21, 22, and 23 shall survive termination; and (e) Genmark AI will handle your data in accordance with Section 17.

17.1 Data Export. During the term of your subscription and for a period of thirty (30) days following termination or expiration (“Data Export Period”), you may export your Client Data using the Platform’s built-in export functionality or by submitting a written request to support@genmark.ai. Genmark AI will provide your Client Data in a commonly used, machine-readable format (such as CSV, JSON, or PDF, as applicable).

17.2 Data Retention. After the Data Export Period, Genmark AI will delete your Client Data from its active systems within sixty (60) days, except: (a) data retained in backup systems, which will be deleted in the ordinary course of backup rotation (not to exceed one hundred eighty (180) days); (b) data that Genmark AI is required to retain by applicable law, regulation, or legal process; and (c) Service Data (aggregated, anonymized, and de-identified data), which Genmark AI may retain indefinitely.

17.3 Agency Data. For Agency Accounts, upon termination the agency is responsible for coordinating data export for all Managed Businesses. Genmark AI will not provide data directly to managed business clients without written authorization from the agency, unless required by law. If a Managed Business wishes to continue using the Service independently after agency termination, a separate Account and subscription must be established.

17.4 No Liability for Deletion. After the Data Export Period, Genmark AI shall have no obligation to retain or provide access to Client Data, and Genmark AI shall not be liable for the deletion of such data in accordance with this section.

18.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) through good-faith negotiation. The party raising the Dispute shall send a written notice to the other party describing the Dispute and proposing a resolution. The parties shall attempt to resolve the Dispute within thirty (30) days of receipt of the notice.

18.2 Binding Arbitration. If the parties are unable to resolve a Dispute through informal negotiation within the thirty (30) day period, the Dispute shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall take place in Wilmington, Delaware, or at a location mutually agreed upon by the parties, or remotely via videoconference at the election of either party.

18.3 Arbitration Procedures. The arbitrator shall have the authority to grant any remedy that would be available in a court of competent jurisdiction, including injunctive and declaratory relief. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall issue a reasoned written decision. Each party shall bear its own costs and attorneys’ fees unless the arbitrator determines that a party’s claim was frivolous, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party.

18.4 Class Action Waiver. YOU AND GENMARK AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

18.5 Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information. Additionally, disputes involving amounts less than ten thousand dollars ($10,000 USD) may be resolved through small claims court if the court has jurisdiction.

18.6 Limitation Period. Any claim arising out of or related to these Terms must be filed within one (1) year after the cause of action accrues, or the claim is permanently barred. This limitation period applies to all claims, whether based on contract, tort, statute, or any other legal theory.

20.1 Right to Modify. Genmark AI reserves the right to modify these Terms at any time. When we make material changes, we will: (a) update the “Last updated” date at the top of these Terms; (b) post the revised Terms on the Platform; and (c) provide notice through email to the address associated with your Account, in-platform notification, or other reasonable means at least thirty (30) days before the changes take effect.

20.2 Acceptance of Changes. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service before the effective date and may terminate your subscription in accordance with Section 16.1.

20.3 Non-Material Changes. For non-material changes (such as typographical corrections, formatting changes, or clarifications that do not alter the substantive meaning of the Terms), Genmark AI may make changes without prior notice.

21.1 Respect for Copyright. Genmark AI respects the Intellectual Property Rights of others and expects its users to do the same. We comply with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. Section 512).

21.2 DMCA Takedown Notices. If you believe that any content on or accessible through the Service infringes your copyright, you may submit a notification to our designated DMCA agent containing: (a) a physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and that is to be removed, including a URL or other specific location; (d) your contact information (address, telephone number, and email address); (e) a statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

21.3 Designated DMCA Agent. Our designated DMCA agent for receipt of infringement notifications is:

DMCA Agent
Genmark AI, Inc.
Email: dmca@genmark.ai

21.4 Counter-Notification. If you believe that material removed or disabled as a result of a DMCA notification was not infringing, or that you have authorization to use the material, you may submit a counter-notification to our DMCA agent in accordance with the DMCA.

21.5 Repeat Infringers. Genmark AI will terminate the Accounts of users who are determined to be repeat infringers in appropriate circumstances.

23.1 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

23.2 Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver of any right or provision will be effective only if in writing and signed by the waiving party. No single or partial exercise of any right or remedy shall preclude the further exercise of that or any other right or remedy.

23.3 Cumulative Remedies. Except as expressly stated otherwise in these Terms, the rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.