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Genrae Terms of Use

Last Updated July 25th, 2023

Please read these Terms of Use (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the website located at <https://genrae.com> (“Website”) operated by Generational Equity Labs, Inc. dba Genrae, you agree to comply with and be bound by these Terms.

These Terms constitute a legally binding agreement ("Agreement") between you and Genrae, Inc. (“Genrae” or “we,” “us,” or “our”) governing your access to and use of the Genrae Website, including any Web pages thereof (collectively, the "Site") and all associated services (collectively, "Genrae Services"). The Site and Genrae Services together are hereinafter collectively referred to as the “Genrae Platform”. Our Privacy Policy is incorporated into these Terms by this reference. 

1. Scope of Genrae Services

1.1 Genrae empowers first-time homebuyers (“Homebuyers”) to own their share of the American Dream by making homes more affordable through equity sharing.  The Genrae Platform is an online program that enables Homebuyers to connect with accredited investors (“Investors”) who can provide equity sharing offers (an “Offering”) for Homebuyers to purchase homes.

1.2 As the provider of the Genrae Platform, Genrae does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any investment or real estate services. Investors alone are responsible for their Offerings on the Genrae Platform.  When Homebuyers make or accept an Offering provided by an Investor, they are entering into a contract directly with each other.  Genrae is not and does not become a party to or other participant in any contractual relationship between a Homebuyer and an Investor, nor is Genrae an insurer over any Homebuyer’s or Investor’s conduct.  Genrae is not acting as an agent in any capacity for any Homebuyer or Investor.

1.3 Genrae has no control over and does not warrant or guarantee (i) the existence, quality, suitability, or legality of any Investor or Offering, (ii) the truth or accuracy of any Offering descriptions or other Content (as defined below), or (iii) the performance or conduct of any Investor or third party. Genrae does not endorse any Investor or Offering.  Genrae neither provides verification, background checks or monitoring services over Investors, nor certification about any Homebuyer, including as to the Homebuyer's identity or background or whether either the Investor or Homebuyer is trustworthy, safe or suitable. 

1.4 If you choose to use the Genrae Platform as an Investor, your relationship with Genrae is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Genrae for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Genrae.  You acknowledge and agree that you have complete discretion whether or not to provide Offers through the Genrae Platform.

1.5 The Genrae Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Genrae is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are provided for your convenience and not an endorsement by Genrae of such Third-Party Services.

1.6 Due to the nature of the Internet, Genrae cannot guarantee the continuous and uninterrupted availability and accessibility of the Genrae Platform. Genrae may restrict the availability to the Genrae Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Genrae Platform. Genrae may improve, enhance and modify the Genrae Platform and introduce new Genrae Services from time to time without notice to you.

2. Eligibility, Using the Genrae Platform

2.1 In order to access and use the Genrae Platform, an Investor or Homebuyer must register by creating an Account (as defined below).  In order to open an Account, the Investor or Homebuyer must be a U.S. resident at least 18-years-old or have reached the age of majority and able to enter into legally binding contracts.

3. Modification of These Terms

3.1 Genrae reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Genrae Platform and update the “Last Updated” date at the top of these Terms. We also will attempt to provide you with notice of the modifications by email at least thirty (30) days before the date they become effective by sending an email message to the last listed address that we have. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Genrae Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 To access and use certain features of the Genrae Platform, such as: (i) searching for an Investor or (ii) making an Offering, you must first become a member by registering an account ("Account"). 

4.2 You can register a Account using an email address and creating a password. You have the ability to revise the information in your Account at any time, by accessing the "Member" section of the Genrae Platform.

4.3 You must provide accurate, current and complete information during the registration process and keep your Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Account unless Genrae authorizes you to do so. You may not assign or otherwise transfer your Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third party. You must immediately notify Genrae if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Account. You are liable for any and all activities conducted through your Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

5. Content

5.1 The Genrae Platform enables Investors and Homebuyers to (i) create, upload, post, send, receive and store content, such as text, photos or other materials and information on or through the Genrae Platform ("Content"); and (ii) access and view Content and any other content that Genrae itself makes available on or through the Genrae Platform, including any content licensed or authorized for use by or through Genrae from a third party (collectively, "Content").

5.2 The Genrae Platform and Content may individually or in its entirety be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Genrae Platform and Content, including all associated intellectual property rights, are the exclusive property of Genrae and/or its Investors and/or Homebuyers, licensors or authorized third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Genrae Platform or Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Genrae used on or in connection with the Genrae Platform and its Content are trademarks or registered trademarks of Genrae in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Genrae Platform or Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Genrae Platform or Content, except to the extent you are the legal owner of certain Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Genrae or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Genrae grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Content made available on or through the Genrae Platform and accessible to you.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Content on or through the Genrae Platform, you grant to Genrae a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish and otherwise exploit in any manner such Content to provide and/or promote the Genrae Platform, in any media or format, now known or later developed. If any Content contains personal information, such Content will only be used for these purposes in accordance with our Privacy Policy. Unless you provide specific consent, Genrae does not claim any ownership rights in any Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Content.

5.6 You are solely responsible for all Content that you make available on or through the Genrae Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Content that you make available on or through the Genrae Platform or you have all rights, licenses, consents and releases that are necessary to grant to Genrae the rights in and to such Content, as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or Genrae's use of the Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.7 Investors and Homeowners may not post, upload, publish, submit or transmit any Content that violate Genrae’s Rules of Conduct set forth below in Section 8.

5.8 We respect the intellectual property of others, and we ask our Investors and Homebuyers to do the same.  Accordingly, Genrae has adopted the following Copyright Compliance Policy.  If you believe your copyright has been infringed, the copyright owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately.  To be effective, the notification must include:

  • a. A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
  • b. Identification of the copyrighted work claimed to have been infringed;
  • c. Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
  • d. Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrighted work that is to be removed and information reasonably sufficient to permit us to locate such materials;
  • e. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
  • f. A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrighted work that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.  

Designated Agent for Claimed Infringement:

______________

Generational Equity Labs, Inc. 

Ph.: ______________

E-mail: legal@genrae.com

On notice, we will act expeditiously to review and if necessary to remove any Content on the Site that infringes the copyrights of others and will disable the access to the Site and its services of anyone who uses the Genrae Platform to repeatedly infringe the copyrights of others.  Any such removal will be without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.  We take protection of copyrights, both our own and others, very seriously.

6. Service Fees

6.1 Genrae may charge fees for Investor and/or Homebuyer transactions through the Site ("Service Fees") in consideration for the use of the Genrae Platform. 

6.2 Genrae reserves the right to change the Service Fees at any time, and will provide Investors and Homebuyers adequate notice of any fee changes before they become effective. Such fee changes will not affect any Offerings made or accepted made prior to the effective date of the fee change.

6.3 You are responsible for paying any Service Fees that you owe to Genrae. Except as otherwise provided on the Genrae Platform, Service Fees are non-refundable.

7. Terms Specific for Investors Providing Offerings

7.1 Terms Applicable to All Offerings

7.1.1 When creating an Offering through the Genrae Platform Investors must (i) provide complete and accurate information about their financial services, (ii) disclose any restrictions and requirements that apply and (iii) provide any other pertinent information requested by Homeowners. Investors alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Offerings.

7.1.2 Investors are solely responsible for setting a price (including any Taxes if applicable, additional insurance or other charges) for their Offerings (“Offering Fee”). Once an Investor provides an Offering to a Homebuyer, the Investor may not request that the Homebuyer pay a higher price than in the Offering.

7.2 Limits on Liability.

7.2.1 Genrae has no responsibility or liability whatsoever for any Investor or Homebuyer on the Genrae Platform.  Homebuyers agree that their sole and exclusive remedy for any problems with an Offering from Investors lies with the specific Investor who made the Offering, and not Genrae.  

7.2.2 EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, GENRAE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO ANY AND ALL OFFERINGS.  EXCEPT AS SPECIFICALLY SET FORTH IN WRITING, GENRAE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL OFFERINGS AND CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7.2.3 Subject to Section 230 of the Communications Decency Act, 47 U.S.C. § 230, Genrae disclaims all liability for any Content posted by Investors and Homebuyers on the Genrae Platform.

7.3 Offerings

7.3.1 Investors represent and warrant that any Offering or Content that are posted on the Genrae Platform will (i) not breach any agreements they have entered into with any third parties, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). Investors are responsible for their own acts and omissions.

8. Rules of Conduct

8.1 Your use of the Site and the Genrae Platform is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties.  You are solely responsible for all activities, acts and omissions that occur in, from, or through your Account.  You shall not use, allow, or enable others to use the Genrae Platform, or knowingly condone use of the Genrae Platform, by others, in any manner that is, attempts to, or is likely to:

  • be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else; 
  • affect us adversely or reflect negatively on us, the Genrae Platform, our goodwill, name or reputation or cause duress, distress or discomfort to us, our Account holders or anyone else, or discourage any person from using all or any portion, features or functions of the Genrae Platform; 
  • send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called "spamming" and "phishing";  transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel-bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information; 
  • forge any TCP/IP packet header or part of the header information in any e-mail or newsgroup posting for any reason; 
  • violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States of America), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; 
  • gain unauthorized access to the Genrae Platform, Accounts, or other computers, websites or web pages, connected or linked to the Genrae Platform or to use the Genrae Platform in any manner which violates or is inconsistent with the Terms; 
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Genrae Platform;
  • use, display, mirror or frame the Genrae Platform or Content, or any individual element within the Genrae Platform, Genrae’s name, any Genrae trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Genrae Platform, without Genrae’s express written consent;
  • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Genrae Platform;
  • modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Genrae Platform or the rights or use and enjoyment of the Genrae Platform by any other person, firm or enterprise; or 
  • collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other Member in connection with their use of the Genrae Platform, unless you have obtained the express, prior permission of such Member to do so.

8.2 You acknowledge that Genrae has no obligation to monitor the access to or use of the Genrae Platform by any Investor or Homebuyer, or to review, disable access to, or edit any Content, but has the right to do so in order to (i) operate, secure and improve the Genrae Platform (including without limitation for fraud prevention, risk assessment, investigation and support purposes); (ii) ensure Investors’ and Homebuyers’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Content that violates our Rules of Conduct; or (v) as otherwise set forth in these Terms. Investors and Homebuyers agree to cooperate with and assist Genrae in good faith, and to provide Genrae with such information and take such actions as may be reasonably requested by Genrae with respect to any investigation undertaken by Genrae or a representative of Genrae regarding the use or abuse of the Genrae Platform.

8.3 You agree to indemnify, defend and hold Genrae, its affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, advertisers, service providers and suppliers harmless from and against any and all third party claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of these Terms by you, or resulting from your Offerings or any Content you provide, submit or make available on or through the Genrae Platform or your unauthorized use of any Content uploaded to the Genrae Platform.  Genrae reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Genrae in the defense of any such claim, action, settlement or compromise negotiations, as requested by Genrae, including payment of all money damages awarded or agreed to in any such action or settlement.

9. Taxes

9.1 Investors are solely responsible for determining their obligations to report, collect, remit or include in their Offering Fees any applicable sales taxes associated with their Offerings ("Taxes").

9.2 Investors agree to indemnify, defend and hold Genrae, its affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, advertisers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from their failure to pay any Taxes to the proper governmental authorities.

10. Term and Termination, Suspension and other Measures

10.1 These Terms shall be effective for a 30-day term (“Initial Term”), at the end of which it will automatically and continuously renew for subsequent 30-day terms (each a “Renewal Term”) until such time when you or Genrae terminates the Terms in accordance with this provision.  The Initial Term and any Renewal Term is collectively, the “Term”.

10.2 You may terminate these Terms at any time by sending us an email.  Without limiting our rights specified below, Genrae may terminate your membership for convenience at any time by giving you thirty (30) days' prior notice via email to your registered email address.

10.3 Genrae may immediately, without notice, terminate your membership and/or stop providing access to the Genrae Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, or our Rules of Conduct; (ii) you have violated applicable laws, regulations or third party rights, or (iii) Genrae believes in good faith that such action is reasonably necessary to protect the personal safety or property of Genrae, its Investors, Homebuyers, or third parties (for example in the case of fraudulent behavior).

10.4 In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Genrae and an opportunity to resolve the issue to Genrae’s reasonable satisfaction.

10.5 When these Terms has been terminated, you are not entitled to a restoration of your Account or any of your Content. If your access to or use of the Genrae Platform has been limited or your Account has been suspended or this Agreement has been terminated by us, you may not register a new Account or access and use the Genrae Platform through an Account of another Account holder.

10.6 Sections 5, 7.2, 8.3, 9.2, 11 - 13, 15 and 17 of these Terms shall survive any termination or expiration of this Agreement.

11. Disclaimers

11.1 If you choose to use the Genrae Platform or provide an Offering or Content, you do so voluntarily and at your sole risk.  The Genrae Platform and Content is provided “AS IS”, without warranty of any kind, either express or implied.

11.2 Investors agree that they have had whatever opportunity they deem necessary to investigate the Genrae Services, laws, rules, or regulations that may be applicable to their Offerings being provided and Homebuyers are not relying upon any statement of law or fact made by Genrae relating to an Offering.

11.3 You agree that some events may carry inherent risk, and by participating in such events, you choose to assume those risks voluntarily.  You assume full responsibility for the choices you make before, during and after your participation in an event.

11.4 The foregoing disclaimers apply to the maximum extent permitted by law.  You may have other statutory rights.  However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

12. Liability

12.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Genrae Platform and Content, your publishing or offering of any Offering via the Genrae Platform, your interaction you have through the Site whether in person or online remains with you.  Neither Genrae nor any other party involved in creating, producing, or delivering the Genrae Platform or Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Genrae Platform or Content, (iii) from any communications, interactions or appointments with Investors or other persons with whom you communicate, interact or meet with as a result of your use of the Genrae Platform, or (iv) from your making an Offering, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Genrae has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

13. Indemnification

13.1 To the maximum extent permitted by applicable law, you agree to release, defend (at Genrae’s option), indemnify, and hold Genrae and its affiliates and subsidiaries and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Rules of Conduct or (ii) your improper use of the Genrae Platform or any Genrae Services (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, or (iii) your breach of any laws, regulations or third party rights.

14. Hyperlinks to Third Party Sites

14.1 The Site may provide links to third party Web sites and other resources that could be of interest to you, including the Web sites of our advertisers.  You understand, acknowledge and agree that these links are provided solely as a convenience to you and not as an endorsement by Genrae of the content, advertising or business practices (including the privacy policies) of such third party Web sites, whether Genrae’s logo or sponsorship identification is on the third party Web site, or whether such Web site conducts “framing,” which allows a user to access several Web pages or Web sites while still viewing a header or border from the Site.  These third party Web sites may have different privacy policies and business practices than we do.  Genrae does not endorse, verify, make any representations, or take responsibility for the content, truthfulness, accuracy, quality or completeness of the content or activities conducted on such third party Web sites.  You understand and agree that the Site, Genrae, its affiliates, successors and assigns, and their respective officers, directors, shareholders, employees, representatives, agents, and operational service providers will not, under any circumstances, be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the content, advertising or business practices of linked third party sites.  If you decide to access and use linked third party Web sites, you understand, acknowledge, and agree that you do so entirely at your own risk.  If any third party site obtains or collects personally identifiable information from you, in no event shall we assume or have any responsibility or liability.  Please read our Privacy Policy, which describes how we collect and uses your personally identifiable information.

15. Applicable Law and Jurisdiction

15.1 This Agreement and your use of the Genrae Platform shall be governed by, construed and enforced in accordance with the substantive laws of the District of Columbia applicable to contracts made, executed and wholly performed in that District, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the applicable State and Federal Courts situated in the District of Columbia and agree you will not object to such exclusive jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, you agree that Genrae has the sole right and discretion to commence and prosecute an action against you in connection with this Agreement, in your home jurisdiction.

16. International Use

16.1 Although the Site may be accessible worldwide, we make no representation that Content thereon or Offerings provided through the Genrae Platform are lawful, appropriate or available for use in locations outside the United States of America, and accessing them from territories that prohibit such access is prohibited.  Those who choose to access the Site or interact with the Genrae Platform from foreign locations do so on their own initiative and are responsible for compliance with all local laws.  Any offer made in connection with the Genrae Platform is void where prohibited.

17. General Provisions

17.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire agreement between Genrae and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Genrae and you in relation to the access to and use of the Genrae Platform.

17.2 No joint venture, partnership, employment, or agency relationship exists between you and Genrae as a result of this Agreement or your use of the Genrae Platform.

17.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

17.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

17.5 Genrae’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

17.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Genrae’s prior written consent. Genrae may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice. Your right to terminate this Agreement at any time remains unaffected.

17.7 The Site and the Genrae Platform, including all content, media and materials, all software, code, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, as well as any accompanying documentation or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, alone or in conjunction with other works, in any part of the world (all of the foregoing, individually and/or collectively, is referred to herein as "Copyrighted Content"), are the property of Genrae and/or its affiliates, and their authorized advertisers, licensors, suppliers, service providers, promotional partners and/or sponsors.

17.8 All Copyrighted Content on the Site and Genrae Platform is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties.  Genrae authorizes you to access Copyrighted Content and grants you the right to use the Site and Genrae Platform solely for your non-exclusive, non-assignable, non-transferable and limited personal use and for no other purpose whatsoever.  You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Copyrighted Content you display, print or reproduce from the Site.  Unless we explicitly and specifically notify you otherwise in writing, you shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, sell, upload, transmit, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party Web site) or otherwise use, any Copyrighted Content without the express prior written consent of Genrae.  Any unauthorized or prohibited use of any Copyrighted Content, including use in contravention of these Terms, may subject you to civil liability, criminal prosecution, or both.

17.9 The brands, names, logos, trade names, trademarks, service marks and other distinctive identifications (collectively "Marks") on or of the Site are the intellectual property of and proprietary to Genrae, its advertisers, suppliers and others with whom Genrae may do business.  You have no right to use any of these Marks or any confusingly similar marks for any purpose without the express, prior, written consent of Genrae.  You may not use any meta tags or any other "hidden text" utilizing the Marks without our express written consent.  Any unauthorized use terminates the permission or license granted by Genrae.

17.10 A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.