September 17, 2021
BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE USING ANY SERVICE AS A CANDIDATE, PROFESSIONAL, INSTITUTIONS, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
Modifications to this Agreement: From time to time, GenuineIn may modify this Agreement. Unless otherwise specified by GenuineIn, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. GenuineIn will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
These Terms of Service (the “Agreement”) is entered into by and between GenuineIn Technologies Private Limited, (“GenuineIn"or “Provider”) and the person or entity placing an order for or accessing the Service (“Customer” or “you”). In consideration of the terms and conditions set forth below, the parties agree as follows:
1. Provision of Service. GenuineIn will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement, including the Privacy Notice, policies and laws and government regulations applicable to GenuineIn’ business, during each Subscription Term. During the Subscription Term, GenuineIn grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of Users included in the Service Plan, including the right to download, install and use the Mobile Apps in connection with the authorized use of the Services.
2. Responsibilities of Customer
a. Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate and complete so that GenuineIn may send notices, statements and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify GenuineIn promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. GenuineIn and its Affiliates will not be liable for any damage or loss that may result from Customer’s breach of the foregoing obligations.
b. Use Restrictions. Customer agrees not to use the GenuineIn Technologies (as defined below) to: (i) process data on behalf of any third party other than Customer’s Users and End Users; (ii) send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages in violation of spamming or other laws; (iii) use the Service or GenuineIn Technologies in violation of applicable law (iv) store or transmit any content that infringes upon any third party’s intellectual property rights; (v) interfere with or disrupt the integrity or performance of the Services and their components; (vi) post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (vii) post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (viii) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law.
In addition, Customer will not: (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the GenuineIn Technologies available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (x) modify, adapt, or hack the GenuineIn Technologies or otherwise gain or attempt to gain unauthorized access to the GenuineIn Technologies, its related systems or networks; (xi) falsely imply any sponsorship or association with GenuineIn; (xii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of GenuineIn Technologies.
3. Customer Data
a. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the GenuineIn Technologies. Subject to the terms of this Agreement, Customer hereby grants to GenuineIn and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services, Software, Mobile Apps, and perform all related obligations owed to Customer under this Agreement, or as may be required by law. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to GenuineIn under this Agreement. Customer agrees not to upload any Customer Data containing electronic patient health records or information (“ePHI”) unless Customer has entered into a business associate agreement with GenuineIn, which will govern the parties’ respective obligations with respect to any ePHI uploaded by Customer to the Services, Software, or Mobile Apps (“BAA”). Upon mutual execution of a BAA, the BAA is incorporated by this reference into this Agreement and is subject to its terms. If Customer is permitted to submit ePHI data into the Service, Software or Mobile App, then Customer may submit such data to GenuineIn and/or the Service only by uploading it as Customer Data. Unless a BAA is in place, GenuineIn will have no liability under this Agreement for ePHI supplied by Customer or any User or End User, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations. Customer agrees not to upload credit cardholder data to the Service, Software or Mobile App unless Customer’s SOF expressly states that Customer is purchasing the PCI-compliant version of such offerings.
b. Data Security. GenuineIn will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. GenuineIn measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that GenuineIn and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, and the Privacy Notice.
In addition, we store certain information from your browser using "cookies." A cookie is a piece of data stored on the user's computer tied to information about the user. We use session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. By default, we use a persistent cookie that stores your login ID (but not your password) to make it easier for you to login when you come back to the Site. This cookie does not contain any other information except your login GPIN/ID number. Check our cookies policy published in www.genuinein.com for more details.
5. Intellectual Property
a. Ownership Rights. Customer Data is Customer’s Confidential Information under this Agreement. Customer and its licensors retain all right, title and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and GenuineIn obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice. GenuineIn and its licensors retain all right, title, and interest in and to GenuineIn Technologies. Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. GenuineIn may freely use and incorporate into GenuineIn’ products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to GenuineIn products or services. Feedback and any other suggestions are provided by Customer exclusively “AS IS,” in Customer’s sole discretion, and will not be used by GenuineIn in any way that identifies or permits identification of Customer, its Affiliates, Users, or End Users.
b. Usage Data. Usage Data includes but is not limited to query logs, and any data (other than Customer Data) relating to the operation, support, and/or about Customer’s use of the Services, Software, GenuineIn’ websites, GenuineIn’ APIs, or the GenuineIn marketplace (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, GenuineIn may collect and use Usage Data to develop, improve, support, and operate its products and services. GenuineIn may share Usage Data that includes Customer’s Confidential Information with third parties to the extent necessary to provide the Service and in accordance with Section 7 (Confidentiality) of this Agreement. GenuineIn may also utilize Customer Data for its internal business purposes only to the extent such Customer Data has been aggregated and anonymized such that Customer and Customer’s Users and End Users cannot be identified.
c. Updates. GenuineIn may update the Services and Software from time to time and Customer may receive notifications of Updates. Any Updates to the Services and Software are subject to this Agreement. Customer agrees that its purchase of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by GenuineIn with respect to future functionality or features.
d. Other Services. Certain other services, such as third-party applications, are made available to Customer through the GenuineIn Marketplace (currently located at http://www.GenuineIn.com) or other forums (“Third Party Services”). These Third Party Services may integrate with the Services and are not licensed by GenuineIn pursuant to this Agreement, but are governed by the third party provider’s terms and conditions and privacy policies that accompany them, which Customer must separately accept. By enabling Third Party Services, Customer understands and agrees that GenuineIn is neither responsible for Customer’s use of these Third Party Services, nor does it provide any warranties whatsoever for these Third Party Services. GenuineIn is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access or use of any such Third Party Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Third Party Services. Customer understands that GenuineIn is not responsible for providing technical support for the Third Party Services and that GenuineIn is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.
6. Fees and Payment
a. Fees and Payment. All charges associated with Customer’s Account (“Fees”) are set forth in the applicable Website, and are due and payable in full immediately or as stated in the applicable SOF. Payment obligations are non-cancelable, regardless of utilization by the Customer and except as expressly permitted in this Agreement, Fees paid are non-refundable. Customer will pay the Fees through an accepted payment method as specified in the applicable Website
b. Applicable Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent GenuineIn is legally required to collect the same, will be itemized on the GenuineIn invoice.
c. Purchases from Channel Partners. Customer may procure use of any Services, Software, or Mobile Apps from a third-party authorized reseller of GenuineIn, including third-party marketplaces (“Channel Partner”) pursuant to a separate agreement with the Channel Partner. Customer’s use of any Services, Software, or Mobile Apps procured through a Channel Partner will be subject to the terms of this Agreement, and all fees payable (including applicable taxes) for such use will be payable to the Channel Partner pursuant to the terms agreed to between Customer and Channel Partner. Customer understands and agrees that, if Customer purchased the Services, Software, or Mobile Apps subscriptions via a Channel Partner, service credits and refunds payable under this Agreement may be payable or applied by Channel Partner acting on behalf of GenuineIn in proportion to the fees paid by Customer to the Channel Partner, and the discharge by the Channel Partner of such obligations will relieve GenuineIn of the same under this Agreement.
7. Term, Termination and Suspension
a. Term. This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the Subscription Term.
b. Renewal. Service Plans will be renewed based on Customer request. GenuineIn reserves the right to increase the Fees at the beginning of each Subscription Term.
c. Suspension. GenuineIn may suspend Customer’s access to the Services, Software, Mobile Apps and/or Customer’s Account, on the following grounds: (i) non-payment; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 2 (Use Restrictions); or (iv) in the event suspension is deemed necessary by GenuineIn to prevent or address the introduction of Malicious Software, a security incident, or other harm to Customer, GenuineIn, or GenuineIn' other customers. GenuineIn will notify Customer of any such suspension.
d. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
e. Free Trial Customers. Upon the expiration of Customer’s free trial, GenuineIn may immediately suspend Customer’s access to the Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. GenuineIn will have no obligation to maintain, store or otherwise retain Customer Data beyond the end of the free trial period.
f. Data Export. GenuineIn strongly recommends that Customer export all Customer Data before Customer closes Customer’s Account. Customer may contact GenuineIn within fourteen (14) days following the effective date of termination to have GenuineIn export Customer’s Customer Data. Customer Data cannot be recovered once it is deleted.
8. Confidentiality. Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing. If the receiving party is required by law or court order to disclose Confidential Information of the disclosing party, then the receiving party will, to the extent legally permitted, provide the disclosing party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
9. Warranties/Disclaimer of Warranties
a. Service Warranty. GenuineIn warrants that the Services, Software or Mobile Apps will perform in all material respects in accordance with the Documentation. This warranty will not apply if the error or non-conformance was caused by Customer’s breach of this Agreement or Customer’s or its Users’ misuse of the Services, Software, and Mobile Apps, modifications to the Services, Software, and Mobile Apps by anyone other than GenuineIn or its representatives, or third-party hardware, software, or services used in connection with the Services, Software, and Mobile Apps.
b. Malware Warranty. GenuineIn warrants that the Services hosted by GenuineIn will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of GenuineIn or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices or similar destructive or harmful code or code that self-replicates (collectively, “Malicious Software”).
c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Limitation of Liability
a. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
b. EXCEPT FOR GROSS NEGLIGENCE WILLLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED OR PAYABLE TO GENUINEIN IN THE TWELVE MONTHS PRECEDING THE CLAIM (“THE GENERAL LIABILITY CAP”).
c. IN THE CASE OF IP CLAIMS AND DATA CLAIMS, GENUINEIN AND ITS AFFILIATES’ TOTAL LIABILITY TO THE CUSTOMER AND ITS AFFILIATES FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”).
d. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPERCAP. SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP.
e. THE PARTIES AGREE THAT THIS SECTION 9 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SOF.
a. Indemnification by GenuineIn. GenuineIn will defend Customer and its Affiliates, from any third party claim alleging that Customer’s use of the GenuineIn Technologies as contemplated hereunder infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer and its Affiliates from and against any damages and costs awarded against Customer or its Affiliates, or agreed in settlement by GenuineIn (including reasonable attorneys’ fees) resulting from such IP Claim. GenuineIn will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the GenuineIn Technologies by Customer, its Affiliates or Users; (ii) modification of the GenuineIn Technologies by anyone other than GenuineIn or its representatives; or (iii) the combination, operation or use of the GenuineIn Technologies with other data, hardware or software not provided by GenuineIn. If Customer’s use of the GenuineIn Technology results (or in GenuineIn' opinion is likely to result) in an IP Claim, GenuineIn may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonably as determined by GenuineIn, then either Customer or GenuineIn may terminate Customer’s subscription to the Service, whereupon GenuineIn will refund Customer, on a pro-rated basis, any Fees Customer has previously paid GenuineIn for the corresponding unused portion. The sections above state GenuineIn’ entire liability and Customer’s exclusive remedy with respect to an IP Claim.
b. Indemnification by Customer. Customer will defend GenuineIn and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless GenuineIn and its Affiliates from and against any damages and costs awarded against GenuineIn and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, or (ii) Customer’s or its Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.
c. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 10, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defence and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 10 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.
a. Use of Third Parties for Payment Processing. GenuineIn may use a third-party service provider to manage payment processing provided that such service provider is not permitted to store, retain, or use Customer’s payment account information except to process Customer’s payment information for GenuineIn. Customer must notify GenuineIn of any change in Customer’s payment account information, either by updating Customer’s Account or by e-mailing GenuineIn at email@example.com
b. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void.
c. Entire Agreement. This Agreement, together with any SOF, the Privacy Notice, and Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements or communications between Customer and GenuineIn regarding the subject matter hereof.
d. Publicity Rights. GenuineIn may identify Customer as a GenuineIn customer in its promotional materials. Customer may request that GenuineIn stop doing so by submitting an email to firstname.lastname@example.org at any time. Please note that it may take us up to thirty (30) days to process a request.
e. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
f. Notices. All notices to be provided by one party to the other under this Agreement may be delivered in writing by (i) nationally recognized overnight delivery service or mail to the mailing address provided on the SOF; or (ii) electronic mail to the e-mail address provided for Customer’s Account.
h. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify GenuineIn at email@example.com
i. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to but not limited to, acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement and all SOFs on written notice to the non-performing party. If GenuineIn is the party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services, Software or Mobile Apps for the period noted herein, and Customer terminates this Agreement and all SOFs, then GenuineIn will provide Customer a refund of fees paid by Customer pro-rated as of the date the Force Majeure Event commenced.
j. Governing Law. This agreement shall be construed and governed by the laws of India and the legal jurisdiction shall be Chennai, Tamil Nadu.
k. Dispute Resolution. Any dispute arising out of this Agreement between both the parties shall be settled though the provisions of the Arbitration and Conciliation Act, 1996 and the rules made there under and any statutory modification and reenactment thereof shall be deemed to apply and to be incorporated in this Agreement. The place of Arbitration shall be at Chennai, Tamil Nadu, India and Arbitration proceedings shall be conducted in English Language. Each party shall nominate one member to the arbitration tribunal and both the arbitrators shall jointly appoint the presiding officer. The decision of the arbitrator tribunal shall be final and binding on both the parties.