Genesis Exchange User Agreement

User Agreement

Genesis Exchange Corporation

March 2007

Genesis Exchange’s Private Equity Marketplace is a networking service that enables private companies looking to raise capital to connect with investors looking to invest (the “Service,” and together with other services offered from time to time by Genesis, the “Services”). The Service is operated by Genesis Exchange Corporation, a Delaware corporation (together with its affiliates, “Genesis”).

By accessing and using the Genesis website ("Website"), you agree to be bound by this User Agreement whether or not you register as a member of the Services (“Member”). We encourage you to review this User Agreement, along with the Privacy Policy (https://www.gensx.com/Content/Public/PrivacyPolicy.aspx), which is incorporated by reference herein, as they form a binding agreement between Genesis and you.

This User Agreement sets out the legally binding terms for use of the Website and your Membership in the Service(s). Genesis may modify this User Agreement from time to time and such modification shall be effective upon posting by Genesis on the Website. You agree to be bound to any changes to this User Agreement when you use the Service(s) after any such modification is posted. This User Agreement includes Genesis’ policy of acceptable use and content posted on the Website, your rights, obligations, and restrictions regarding your use of the Website and the Service(s), and Genesis’ Privacy Policy.

In addition, when using ANY particular Services, you shall be subject to additional terms and any posted guidelines or rules applicable to such Services that may be posted from time to time (collectively, the “Additional Terms”). All such guidelines or rules are hereby incorporated by reference into this User Agreement. If any terms contained in this User Agreement conflict with any terms contained within such guidelines or rules, or the Additional Terms, then the terms in this User Agreement shall control.

1. BECOMING A MEMBER.

Accessing the Site and Becoming a Member. THE WEBSITE IS INTENDED SOLELY FOR ACCESS AND USE BY INDIVIDUALS 18 YEARS OF AGE AND OLDER. BY ACCESSING AND USING THE WEBSITE, YOU ARE CERTIFYING THAT YOU ARE AT LEAST 18 YEARS OLD. While there are parts of the Website that are available only to individuals who purchase a fee-based membership and services, there is no cost to visit our Website or use our non-fee based services. If you are merely surfing or browsing through the Website and have not yet registered to become a Member, your use of the Website is still subject to this User Agreement; if you do not agree to this User Agreement, do not use the Website. Your Membership and password are only valid for your personal use of the Website.

Your Information. When you register on the Website we will ask you to provide us with certain information about yourself and your company, if applicable, including, without limitation, your name, address, telephone number, email, or other electronic address, and applicable billing information (e.g., credit card number and expiration date) (collectively, "Your Information"). We will not collect or make use of Social Security Numbers of our Members. Please review our Privacy Policy (https://www.gensx.com/Content/Public/PrivacyPolicy.aspx) for clarification on how we may use Your Information and other information that you may provide or submit while using the Website and our Service(s). For your part, you represent and warrant to Genesis and agree that all Your Information that you provide to us is complete, accurate and up-to-date. You will notify us of any changes to Your Information. If you fail to update Your Information or if all or part of Your Information is (or appears to be) untrue, inaccurate, or incomplete we may suspend or terminate your Membership and refuse any and all current or future use of our Website and Service(s), without refund to you of any fees paid.

Without limiting any of the foregoing, you are responsible for ensuring that the email address you submit to the Website as part of your registration and during the course of your membership is valid and that the services, software, or systems you use to access your email ("email Systems") do not block or filter the Service(s).

Genesis hereby grants you a non-exclusive, non-transferable right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this User Agreement, any Additional Terms, and the Privacy Policy. All rights not expressly granted to you are reserved by Genesis and its licensors. You may not access the Service if you are direct competitor of Genesis, except with Genesis’ prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

In order to cooperate with governmental requests, subpoenas or court orders, to protect our systems, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including, without limitation, Your Information, IP address and traffic information, usage history, and content or information you have posted on the Website (“Content”). Our right to disclose any such information shall govern over any terms of our Privacy Policy (https://www.gensx.com/Content/Public/PrivacyPolicy.aspx).

Communications. From time to time we will send you communications, in keeping with our Privacy Policy (https://www.gensx.com/Content/Public/PrivacyPolicy.aspx) and as otherwise permitted in this User Agreement. Please note that any number of issues may interfere with your receipt of such communications, including, without limit, some types of email Systems that may use filtering or blocking techniques that are intended to block email. Genesis is not responsible for the actual delivery or your actual receipt of these communications.

Please choose carefully the information you post on Genesis and that you provide to other Members. Please be aware that information provided by other Genesis Members may contain inaccurate, inappropriate or offensive material, products or services and Genesis assumes no responsibility or liability for this material. Your correspondence with issuers, service providers, advertisers, or Members on the Website and/or through the Service, including the development and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such issuer, service provider, advertiser, or Member. You agree not to hold Genesis liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such issuers, service providers, advertisers, or Members on the Website and/or through the Service.

There are also risks of dealing with unlawful or underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By accessing and using the Website and/or the Service, you expressly accept such risks and hereby agree that Genesis is not responsible for the acts or omissions of Members or other users of the Website and/or the Service.

Genesis reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including email) by you, or to restrict, suspend, or terminate your access to all or any part of the Website and/or Service(s) at any time, for any or no reason, with or without prior notice, and without liability.

By participating in any offline Genesis event, you agree to release and hold Genesis harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising from your participation in any such offline Genesis event.

2. MEMBER CONDUCT.

You agree, when using the Website and/or the Service for the listing, selling, or buying of securities, not to engage in any action or activities meant to circumvent Genesis to avoid paying fees to Genesis. Prohibited actions include, but are not limited to, the following:

Any agreement between buyer and seller to mislead or defraud Genesis by conducting a transaction at a different cost than the price agreed upon through Genesis.
Failing to report a changed contract amount or final market prices through the Genesis system.
Advertising, spamming, or offering services to buyers outside of Genesis without receiving request for contact from buyer.
Suggesting/soliciting an investor contact you directly to buy shares outside of Genesis or participating in any like activity to conduct a share purchase or sale transaction outside of Genesis solely to circumvent the Genesis mechanism and to avoid paying any fees due to Genesis.

To the extent you engage in actions or activities which circumvent the the Website and/or the Servicee or otherwise reduces transaction fees owed to Genesis under the Additional Terms, you shall be liable to Genesis for our full fees due for the project and any follow-up or additional work, and may be subject to additional sanctions, including immediate suspension or termination of your Membership, and penalties of up to twenty percent (20%) of the total value of all projects circumvented, at Genesis’ sole discretion. We expressly reserve the right to institute additional penalties and fees for repeated violations of this User Agreement and/or any Additional Terms.

In addition to your adherence to this User Agreement, and any Additional Terms, you specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

The following rules apply to and govern your use of the Services:

Do not upload, post, email, transmit or otherwise make available ("Provide") any Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, humiliating, hateful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable;
Do not Provide any Content that encourages a criminal offense, violates the rights of any party, or gives rise to a civil claim;
Do not participate in any unauthorized or unsolicited promotions, advertising, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation, or otherwise use the website for a commercial purpose;
Do not violate any applicable local, state, national, and international law or regulation;
Do not Provide any correspondence from Genesis or another party without such party's permission;
Do not interfere with, interrupt, destroy or limit the functionality of the Website or any computer software or hardware or telecommunications equipment;
Do not try to gain unauthorized access to the Website, other Members' accounts, or computers connected to the Website;
Do not post any information or engage in any activities that are false, inaccurate, misleading or fraudulent or involve the sale or representation of counterfeit securities;
Do not require companies to pay for due diligence and similar efforts that are part of an investor’s responsibilities;
Do not make promises to a company, including that of obtaining financing; and
Do not upload or otherwise add data that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

Monitoring and Enforcement. We do not actively monitor the Communication or the Content that is posted on or provided through THE WEBSITE AND/OR THE SERVICES, nor are we obligated to do so. in addition, we may not have the ability to control or actively monitor the Content, we do not guarantee the accuracy, integrity, or quality of the content. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, We may investigate the complaints that come to our attention. If we choose to investigate a complaint, we will take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the Content or terminating memberships. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any Content.

Suspicious or unusual activity or information should be immediately reported to info@gensx.com or to Member Services at 800-905-5534

USE OF THE SERVICE. You agree to use the Service in accordance with this User Agreement, any Additional Terms and with all applicable laws and regulations. Any use of this Service to commit either a civil or criminal wrong may result in, among other things, immediate termination of your membership.

Any breach of your responsibilities as described in this User Agreement may result in immediate termination of your Membership or account. You specifically agree as follows:

To provide true, accurate and complete information to Genesis on registration. You agree to maintain and update such information to maintain its truth, accuracy, and completeness.
Whenever you post any information on Genesis (including but not limited to posting corporate information, a filing, feedback on other members, or posting your personal profile), you agree to provide true, accurate, and complete information.
When you become a member of Genesis you will be provided with a unique user identifier ("User ID"). You must safeguard the User ID and password you use to access the Website and/or the Services. Genesis will assume that any person using the Service with your User ID and password is either you or authorized to act for you and you are responsible for any such person’s actions.
You will comply with all Genesis policies and specifically with any policies established by Genesis with respect to buying and selling securities. Such terms and conditions will be prominently displayed on the Website and may include, for example, provisions governing who can sell and who can buy shares, the amount and type of information you must disclose about your company before you can list and sell shares, or methods of payment for shares.

Copyright Policy. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Genesis to terminate Membership privileges of any Member who repeatedly infringes copyright upon prompt notification to Genesis by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service(s) in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Genesis’ Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, Genesis Exchange Corporation, 2977 McFarlane Road, Suite 200, Miami, Florida 33133.

After receiving a notification, Genesis will process and investigate the notification and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of a notification that complies or substantially complies with the DMCA (as set forth above), Genesis will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Genesis will promptly take reasonable steps to notify the Member that is the subject of the notification that it has removed or disabled access to such material.

If you are subject to a notification, you may provide us with a counter notification by providing our Designated Copyright Agent the following information in writing; (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Genesis may be found and that you will accept service of process from the person who provided the initial notification of alleged infringement.

Upon receipt of a proper counter notification under the DMCA (as set forth above), Genesis will promptly provide the person who provided the initial notification with a copy of the counter notification and inform that person that it will replace the removed material or cease disabling access to it in ten (10) business days. Additionally, Genesis will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14) business days following receipt of the counter notice, unless Genesis’ Designated Copyright Agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Website.

Genesis, in its sole discretion, reserves the right to refuse additional Content from Members who have posted allegedly infringing material, and/or delete the material, or to terminate such Members' accounts.

When you participate in the Genesis community you are granting Genesis certain rights to use the Content you submit or post through the Website. By submitting Content you grant us a royalty-free, worldwide, non-terminable, non-exclusive license to use, reproduce, modify, adapt, edit, market, publish, store, distribute, have distributed, publicly and privately display, communicate, publicly and privately perform, transmit, have transmitted, create derivative works based upon, and promote such Content (in whole or in part) in any medium now known or hereafter devised, for editorial, commercial, promotional and all other purposes including, without limitation, the right to publish your name in connection with your Content; and the right to sublicense any or all of these rights. You acknowledge that Genesis owns all right, title, and interest in any compilation, collective work or other derivative work created using or incorporating the Content. Please remember that you are ultimately responsible for all Content that you provide and you warrant and represent to Genesis that: (i) the Content does not and will not infringe on any copyright or any other third party right nor violate any applicable law or regulation; and (ii) you have the right to grant any and all necessary rights and licenses provided in this Section 2, including without limitation, all necessary copyright and other related rights to the Content, free and clear of all claims and encumbrances without violating the rights of any person or entity, including any right to privacy or publicity.

3. GENESIS PROPERTY RIGHTS.

The Website (and all of the material that it contains) is owned by Genesis or its third party licensors and is protected by intellectual property and other laws throughout the world. Nothing found on the Website may be copied, reproduced, republished, distributed, sold, licensed, transferred, or modified without the express written permission of Genesis or the owner of such content. In addition, the trademarks, logos, and service marks displayed on the website are the property of Genesis or its licensors. If you are aware of material on the Website that infringes copyright, please contact us through the Copyright Policy process, which is described above.

UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, PERFORMING, DISPLAYING, SELLING, OR ANY OTHER MISUSE OF ANY PART OF THE WEBSITE IS PROHIBITED. Nothing contained in this User Agreement or in the materials on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any material in any manner without the prior written consent of Genesis or such third party that may own the material or intellectual property displayed on this Website. In addition, use of the content or materials for any purpose not expressly permitted in this User Agreement is prohibited.

4. AVAILABILITY OF SERVICES.

Genesis does not provide you with access to the Internet or the equipment necessary to access the Internet or the Website or Services. You are responsible for the fees charged by other parties to obtain access to our Website and Services (by way of example only, Internet service provider or airtime charges) and for providing the equipment necessary to access the Website and Services. From time to time Genesis may modify, suspend, or discontinue any of the Services offered on our Website without notice to you. Genesis shall not be liable to you for any modification, suspension, or discontinuance of Services. Genesis may establish certain policies and practices concerning use of the Services, including without limitation the maximum number of email messages, postings, or other Content that can be sent through our Services and the number of days that these items will be retained on our systems. Genesis has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by or through our Services. We reserve the right to change our practices and policies at any time, in our sole discretion, with or without notice to you.

5. THIRD-PARTY OFFERS.

We may allow other companies to offer you products and services, including offers through our Website or via email. Whether or not you decide to participate in such an offer is up to you. Your participation in any of these offers, including payment and delivery of related goods or services and the terms, conditions, warranties, or representations associated with such offers, is solely between you and the third-party company. You agree that Genesis shall not be liable for any costs or damages you may incur resulting from your decision to enter such transactions.

6. LINKING TO OR FROM OUR WEBSITE.

You cannot link to our Website without our prior written consent. While our Website may have links to the websites of other companies and parties, Genesis has no control over those websites. Genesis is not responsible or liable for any content, advertising, products, services, or other materials on or available from those websites. Genesis is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, advertising, products, services, or other materials on those websites.

7. TERMINATION/CANCELLATION.

This User Agreement shall remain in full force and effect while you use the Website, the Service(s), and/or are a Member. You may terminate your registration at any time by contacting our Member Services Department (see https://www.gensx.com/Public/ContactUs.ghtml). If you have a dispute with us relating to the Website or the Services, you may cancel your registration or cease use of the Website. The cancellation of your Membership or ceasing all use of our Website is your sole and exclusive remedy with respect to any such dispute that you may have with us. We will attempt to process all cancellation requests within seventy-two (72) hours after we receive your request. If you have purchased a fee-based Service from us, any such termination or cancellation is subject to the refund policy, if any, described in the Additional Terms. If we determine, in our sole discretion, that you are not in compliance with this User Agreement, we reserve the right to issue a warning, temporarily suspend or terminate your Membership and refuse to provide any services to you upon sending email notice to you at the email address you provide in your Membership application or such other email address as you subsequently provide to Genesis. Upon any termination or cancellation of your Membership, we may immediately deactivate or delete your Membership and all related information and/or bar any further access to your Membership or information. Even after your Membership is terminated, this User Agreement will remain in effect, including Sections 3, 8-11. Once temporarily suspended or terminated, you may not continue to use the Genesis Exchange service under the same account, a different account or reregister under a new account.

8. DISCLAIMER OF WARRANTIES.

YOU UNDERSTAND AND AGREE THAT:

OUR WEBSITE AND THE SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GENESIS DISCLAIMS TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE FUNCTIONS, MATERIALS AND CONTENT OF THE WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND GENESIS MAKES NO WARRANTY THAT THE INFORMATION ON THE WEBSITE WILL BE ACCURATE, CURRENT OR RELIABLE OR THAT THE QUALITY ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS. GENESIS DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. YOU ASSUME THE ENTIRE RISK OF LOSS AND DAMAGE DUE TO YOUR USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE COST OF REPAIRS OR CORRECTIONS TO YOUR HARDWARE OR SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND AS A CONSEQUENCE SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

9. CHOICE OF LAW AND VENUE.

The User Agreement, your access and use of the Website and Services and the relationship between you and Genesis is governed by the laws of the State of Florida, without giving effect to its conflict of law provisions. Genesis and you both agree to submit to the personal and exclusive jurisdiction of the courts of the State of Florida. You are responsible for complying with local laws, if and to the extent local laws are applicable. Notwithstanding the foregoing, Genesis shall have the right to commence and prosecute any legal or equitable action or proceeding before any United States or non-United States court of competent jurisdiction to obtain injunctive or other relief in Genesis’ sole discretion. Regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Website or the User Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

10. COPYRIGHT AND TRADEMARK NOTICE.

Website and its contents are Copyright © 2007 Genesis Exchange Corporation. All rights reserved. Genesis, Gensx.com and all the brands of other Genesis products and services shown herein are the trademarks or registered trademarks of Genesis Exchange Corporation. Other trademarks belong to their respective owners.

11. MISCELLANEOUS TERMS.

Our relationship is not one of agency or partnership and neither you nor Genesis and/or the Services shall be deemed to be a partner, employee, fiduciary, agent, or representative of the other by your use of the Website. You may not assign or transfer your rights to any third party. The terms and conditions in this User Agreement are severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall still be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. If Genesis fails to enforce any provision of the User Agreement it shall not constitute a waiver of such provision. This User Agreement may be modified only by Genesis posting changes to the User Agreement on the Website. Each time you access the Website, you will be deemed to have accepted any such changes in effect at the time of access. We may assign our rights and obligations under the User Agreement. This User Agreement will inure to the benefit of Genesis’ successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of the User Agreement, or to exercise any right thereunder, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. This User Agreement, the attachments thereto, and the documents incorporated by reference, constitute the entire understanding between us regarding your access to, license and use of the Website and our Services, and they supersede any prior agreements, statements or representations with respect to the same.

Member Disputes. You are solely responsible for your interactions with other Members. Genesis reserves the right, but has no obligation, to monitor disputes between you and other Members.
Disclaimers. Genesis (and its parents, subsidiaries and affiliates, and their respective owners, directors, officers, employees, licensors, and agents) is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Service(s) provided, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in the Service. Genesis is not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. Genesis assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user or Member communication. Genesis is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any Website or combination thereof, including any injury or damage to users and/or Members or to any person's computer related to or resulting from participation or downloading materials in connection with the Website and/or in connection with the Service. Under no circumstances shall Genesis be responsible for any loss or damage, including personal injury or death, resulting from use of the Website or the Service or from any Content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Service are provided "AS-IS" and Genesis expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Genesis cannot guarantee and does not promise any specific results from use of the Website and/or the Service.
Limitation on Liability. IN NO EVENT SHALL Genesis its subsidiaries, affiliates, employees, directors, or agents BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE, EVEN IF Genesis HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GENESIS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO Genesis FOR THE SERVICE(S) DURING THE TERM OF MEMBERSHIP.
U.S. Export Controls. Software from this Website (the "Software") is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Indemnity. You agree to indemnify and hold Genesis, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Website and/or the Services in violation of this User Agreement and/or arising from a breach of this User Agreement and/or any breach of your representations and warranties set forth above.
Genesis is neither a settlement agent nor a transfer agent. Genesis makes no warranties as to the accuracy or completeness of the information or the identities of the Members. Genesis makes no warranties regarding the credentials of an issuer or investor, the validity of a securities offering or the quality or veracity of information disseminated. There may be errors in the information posted on this Website. We recommend you seek legal advice prior to commencement or conduct of any potential transaction.
Other. This User Agreement is accepted upon your use of the Website and is further affirmed by you becoming a Member of the Service. This User Agreement and any Additional Terms constitute the entire agreement between you and Genesis regarding the use of the Website and/or the Service. The failure of Genesis to exercise or enforce any right or provision of this User Agreement shall not operate as a waiver of such right or provision. The section titles in this User Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this User Agreement. Genesis is a trademark of Genesis Exchange Corporation. I HAVE READ THIS USER AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

PLEASE NOTE THAT ALL USERS OF GENESIS EXCHANGE MUST COMPLY WITH ALL APPLICABLE SECURITIES LAWS. IT IS YOUR RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS. GENESIS AND THE SERVICE ARE NOT REGULATED BY THE BRITISH COLUMBIA SECURITIES COMMISSION. ONLY "ACCREDITED INVESTORS" (AS DEFINED IN REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND AS DEFINED IN U.S. STATE SECURITIES LAWS) WHO HAVE FURTHER QUALIFIED AS GENESIS MEMBERS MAY VIEW SPECIFIC INFORMATION AND MAY PARTICIPATE IN THE GENESIS EXCHANGE PRIVATE EQUITY MARKET SERVICE.