Terms of Service

1Definitions

In these Terms: "Organization" means the workspace you create or join on the platform, including its members, settings, and data. "Customer Data" means all data, content, and materials that you or your Organization submit to or store in the Services, including records about your own customers, clients, or patients, appointments, estimates, invoices, expenses, messages, call recordings, transcripts, files, and similar operational data. "End User" means any person whose information is included in Customer Data or who interacts with your Organization through the Services (for example, a person your Organization calls, texts, emails, books, invoices, or hosts in a video room). "Plan" means the subscription tier, add-ons, and usage allowances you purchase. "Fees" means all amounts payable for the Services, including subscription charges, add-on charges, on-demand purchases, and metered usage.

2Eligibility and accounts

The Services are intended for businesses and professional use. You must be at least 18 years old to create an account. You must provide accurate, current, and complete information when creating an account and keep it up to date.

You are responsible for all activity that occurs under your account and for safeguarding your credentials. Notify us immediately at help@genaya.com if you suspect unauthorized use of your account. We offer security features such as email and SMS sign-in verification; if you or your Organization disable available security features, you accept the increased risk associated with that choice. To the maximum extent permitted by law, Genaya is not liable for losses arising from unauthorized access that results from your failure to safeguard credentials or your decision to disable available security features.

3Organizations, roles, and administrators

Genaya is a multi-tenant platform. Each Organization controls its own workspace, members, roles, and permissions. The Organization owner and administrators decide who is invited, what access each member receives, and how features are configured, and they can view activity and data within the workspace consistent with those permissions. If you use the Services as a member of an Organization, that Organization controls the workspace and the Customer Data in it, and these Terms apply to your use.

If we receive conflicting instructions from people claiming authority over the same Organization, we may rely on the registered owner, require additional verification, or suspend the disputed action until the conflict is resolved.

4License, subscriptions, renewal, and trials

Subject to these Terms and your payment of the applicable Fees, Genaya grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during your subscription term. All rights not expressly granted are reserved.

Paid Plans are billed in advance on a recurring monthly or annual cycle and RENEW AUTOMATICALLY at the end of each billing period unless you cancel before renewal. You authorize us and our payment processor to charge your payment method on file for all Fees when due, including on each renewal.

Free trials, when offered, expire at the end of the trial period, and the workspace is then locked until you purchase a paid Plan. Where a trial is started with a payment method on file, it converts to a paid subscription at the end of the trial unless you cancel first. We may modify, limit, or terminate free trials at any time. Features available during a trial may differ from paid Plans.

You can cancel your subscription at any time from your billing settings or by contacting us; cancellation takes effect at the end of the then-current billing period, and your Plan remains active until then.

5Fees, billing, and metered usage

Fees, plan limits, and included usage are described on the pricing page and in your billing settings. Except as expressly stated in these Terms or required by law, all Fees are non-refundable and non-creditable, including for partial billing periods, unused allowances, downgrades, and unused wallet or usage balances.

Some features are metered and billed by usage, including call minutes, text messages, video minutes, storage, campaign emails, and AI usage beyond plan budgets. Metered usage is counted per billable unit as reported by the underlying carrier or provider, not per action you take in the product. Text messages in particular are counted and billed per carrier segment: a single message may be split into multiple segments, and longer messages or messages containing emoji, accented, or other special characters may use additional segments and be billed accordingly. Multimedia (picture/MMS) messages are billed as a single unit.

Short duration calls. Consistent with underlying carrier billing practices, an outbound call with a talk time of six (6) seconds or less is a "short duration call". If, in any calendar month, more than 15% of your Organization's answered outbound calls are short duration calls and your Organization placed at least 50 answered outbound calls that month, we may apply a surcharge of $0.02 per short duration call to all short duration calls placed by your Organization in that month, in addition to standard per-minute call rates. The surcharge is charged to your usage balance or your payment method on file and appears in your billing usage. Carriers may change how they classify or price short duration traffic, and we may adjust this surcharge accordingly under Section 7 (Price changes).

Usage-based features may draw from a prepaid usage balance ("wallet"). You may enable automatic top-ups; each top-up is charged to your payment method on file when your balance falls below the configured threshold. Wallet top-ups and usage credits are non-refundable except where a refund is required by law. Automatic top-ups stop when your subscription ends, and any remaining balance stays on your account and is available again if you reactivate.

If a payment fails or an amount is more than 7 days overdue, we may retry your payment method, restrict usage-based features, or suspend the Services until the balance is paid. Amounts more than 30 days overdue may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and you are responsible for our reasonable costs of collecting overdue amounts, including collection agency fees and attorneys' fees. You are responsible for all taxes associated with your purchases, other than taxes on our net income; where we are required to collect taxes, they will be added to your invoice.

6Add-ons and on-demand purchases

The Services offer optional paid add-ons and on-demand purchases, such as AI Receptionist, Chat Receptionist, additional team seats, additional companies or workspaces within your Organization, phone numbers, and usage top-ups. By confirming an add-on or on-demand purchase in the product, you authorize us to charge your payment method on file immediately and, for recurring add-ons, on each renewal of your billing cycle until you turn the add-on off.

Recurring add-ons renew and cancel with the same mechanics as your subscription: turning an add-on off takes effect at the end of the current billing period unless stated otherwise in the product. Phone numbers, provisioned services, and consumed usage are non-refundable. Specific add-ons may carry additional feature terms presented at purchase; those terms are part of these Terms.

7Price changes

We set and may change all pricing at our sole discretion. This includes changing our Fees, introducing new charges, restructuring or renaming plans, and changing plan limits, included allowances, and which features belong to which plan, at any time. For price increases to an existing recurring subscription, we will give you at least 30 days notice (for example by email or an in-product message), and the change will take effect at the start of a subsequent billing cycle. Metered and on-demand rates (for example per-segment message pricing or per-minute call pricing) may change with notice on the pricing page. Your continued use of the Services after a change takes effect constitutes acceptance of the new Fees. If you do not agree to a price change, your remedy is to cancel before the change applies to you.

8Payments processed through GenayaPay

GenayaPay lets Organizations collect payments from their own customers. Payment processing services for GenayaPay are provided by Stripe, Inc. and its affiliates ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Agreements"). By enabling GenayaPay you agree to be bound by the Stripe Agreements, as they may be modified by Stripe from time to time, and you authorize us to share with Stripe the information required for identity verification, underwriting, and compliance, including personal and business identifiers, tax identification numbers, and bank account details.

You are solely responsible for the goods and services you sell, for the accuracy of amounts you charge, for refunds, chargebacks, and disputes with your customers, and for complying with card network rules and applicable law. If your GenayaPay account incurs a negative balance (for example from refunds, chargebacks, or reversals), that balance is a debt you owe, and you authorize us and Stripe to deduct it from future payouts or charge it to your payment method or linked bank account. We and Stripe may establish reserves, delay payouts, decline transactions, or suspend or terminate payment services where required for risk, compliance, or legal reasons.

Genaya is not a bank, money transmitter, or money services business, and does not hold your funds; settlement is performed by Stripe. Genaya does not provide consumer financing.

Holds, reserves, and restricted funds: because Genaya does not hold or control your funds, we cannot release, advance, or refund money that Stripe or its banking partners have held, reserved, frozen, delayed, restricted, offset, reversed, or seized, whether for risk, fraud-prevention, underwriting, sanctions, legal, regulatory, or card network reasons, or at the direction of a court or government authority. In those situations the timing and outcome are determined by Stripe, its partners, or the authority involved, under the Stripe Agreements you accepted, and not by Genaya. You agree that Genaya has no obligation to pay you, front you, or reimburse you any amount that is held or withheld by Stripe, and that Genaya is not liable for any loss, cost, business interruption, or consequential damage arising from such a hold, reserve, delay, reversal, or account restriction, or from the closure of your payment account by Stripe or a partner. We will make reasonable efforts to share the information available to us and to direct you to the correct process for resolving it with Stripe. Nothing in this paragraph limits any right you have directly against Stripe under the Stripe Agreements, or any right that cannot be limited or waived under applicable law.

9GenayaPay Balance and Genaya Cards

If your Organization activates GenayaPay Balance, Genaya provides access to a business financial account (the "Balance") built on your Organization's existing GenayaPay account. The Balance is a business financial account for your Organization's own funds, not a personal bank account, checking account, savings account, or deposit account. Genaya is not a bank and is not a money transmitter. Banking services for the Balance, including holding the associated funds, are provided by Stripe, Inc. and its banking partners, including Fifth Third Bank, National Association, Member FDIC (the "Partner Bank").

Funds in the Balance are eligible for FDIC pass-through deposit insurance up to $250,000 per eligible depositor, through the Partner Bank, if all applicable pass-through insurance requirements are met; eligibility is not automatic and is not guaranteed by Genaya. FDIC insurance protects only against the failure of the Partner Bank holding the funds. It does not protect against, and Genaya does not guarantee against, the failure or nonperformance of Genaya, Stripe, or any other non-bank party, or against losses caused by fraud, error, or Genaya discontinuing the Services.

Genaya Cards are commercial debit cards - available as virtual and physical cards - issued through Stripe's card-issuing partners and funded from the Balance. Genaya Cards are for legitimate business purposes only; you may not use a Genaya Card for personal, family, or household purposes. Your Organization's owner may issue Genaya Cards to employees; each employee cardholder is an authorized user of the Balance, and your Organization is responsible for all activity on cards it issues, including transactions, disputes, and compliance with your own policies for card use. The owner controls spending limits and card controls for each Genaya Card and can freeze or cancel any Genaya Card at any time from the product.

You can send instant transfers from your Balance to another Organization's Balance using that Organization's wallet tag. Transfers you send are final once sent, to the extent permitted by law, and you are solely responsible for verifying the recipient wallet tag before sending; Genaya is not responsible for funds sent to the wrong recipient because of an error you made. Deposits, transfers, card transactions, and payouts to your external bank account are subject to review and may be delayed, limited, or declined for risk, fraud-prevention, or compliance reasons, and are subject to applicable card network and banking rules.

Activating GenayaPay Balance or a Genaya Card requires you to separately accept additional terms presented to you during activation by Stripe and its banking and card-issuing partners (the "Financial Services Terms"). The Financial Services Terms are presented to you, and must be accepted by you, separately from these Terms; they are not incorporated into these Terms, and if a Financial Services Term conflicts with these Terms with respect to the Balance or a Genaya Card, the Financial Services Term controls. You authorize us to share with Stripe and its banking and card-issuing partners the information required for underwriting, identity verification, and ongoing compliance, as described in our Privacy Policy.

GenayaPay Balance and Genaya Cards are available only to Organizations approved by our financial services partners, are available only in the United States, and are offered for business use only. We may suspend, limit, or discontinue the Balance or a Genaya Card for your Organization at any time for risk, fraud-prevention, or compliance reasons, or if required by our financial services partners.

If you have a complaint about the Balance or a Genaya Card, contact us at help@genaya.com; we track and report complaints about these services as required by applicable law.

10Communications features and legal compliance

The Services include calling, text messaging, email, and video features. You are solely responsible for how your Organization uses them and for complying with all applicable communications and marketing laws and carrier requirements, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, CAN-SPAM, state mini-TCPA and telemarketing laws, and equivalent laws in other jurisdictions. Without limiting the foregoing, you agree that you will:

• Send calls and messages only to recipients who have given the consent required by law for that type of communication, including prior express written consent where required for marketing messages, and keep records evidencing that consent.
• Honor opt-out requests immediately, including STOP replies and unsubscribe requests, and maintain and scrub against your internal do-not-contact list and applicable federal and state Do Not Call registries.
• Send marketing communications only during permitted hours in the recipient's local time.
• Complete carrier registrations required for business messaging (for example A2P 10DLC brand and campaign registration in the United States) truthfully and before sending regulated traffic, and use messaging only for the use cases you registered.
• Not send spam, robocalls, or messages to purchased, rented, or scraped contact lists.

11Call and meeting recording

The Services can record and transcribe calls and video meetings. Recording laws vary and may require the consent of one or all parties. Your Organization is solely responsible for providing all legally required notices and obtaining all legally required consents from every participant before recording, monitoring, or transcribing any call or meeting, and for using recordings lawfully. We may provide tools that help (such as playing a recording notice), but providing those tools is not legal advice and does not transfer your compliance obligations to us.

12Emergency services

THE SERVICES ARE NOT A REPLACEMENT FOR A TRADITIONAL TELEPHONE LINE AND ARE NOT DESIGNED OR INTENDED TO SUPPORT EMERGENCY CALLS TO 911, E911, OR ANY OTHER EMERGENCY SERVICE. Calls placed through the Services may not carry location information to emergency responders, may fail during power or internet outages, and may be interrupted by suspension or termination of the Services. You must maintain an alternative means of reaching emergency services and inform your members and End Users of this limitation. To the maximum extent permitted by law, Genaya is not liable for any claim arising from the unavailability or failure of emergency calling.

13Genaya communications to you

By creating an account and providing contact details, you agree that we may send you transactional and account communications (for example verification codes, security alerts, billing notices, and service updates) by phone, SMS, and email. With your consent, given through our forms or in the product, we may also send marketing communications; consent to marketing is not a condition of purchase. Message and data rates may apply and message frequency may vary. You can opt out of marketing SMS by replying STOP and of marketing email via the unsubscribe link; transactional messages necessary to operate your account may continue. See the SMS disclosures in our Privacy Policy for full program terms.

14AI features

The Services include artificial intelligence features, such as the Genaya AI assistant, AI Receptionist, smart parsing, transcription intelligence, and content generation. AI output is generated automatically and may be inaccurate, incomplete, or inappropriate for your situation. You must review AI output before relying on it or sending it to anyone, and you are solely responsible for your use of AI output. AI features do not provide medical, legal, financial, or other professional advice.

AI inputs and outputs are processed by third-party model providers (currently OpenAI and Anthropic) as described in our Privacy Policy. You must not submit data to AI features that you do not have the right to process. AI usage is metered and governed by your Plan's budget, and we may add, change, or withdraw AI features, models, or tiers at any time.

15Customer Data

You retain all rights, title, and interest in Customer Data. You grant Genaya a worldwide, non-exclusive license to host, store, process, transmit, display, and create backups of Customer Data as needed to provide, secure, and support the Services, to comply with law, and as otherwise instructed by your Organization.

You also grant Genaya a perpetual, irrevocable right to create and use data that has been aggregated or de-identified so that it no longer identifies you, your Organization, or any individual, for any lawful purpose, including operating, analyzing, and improving the Services. We will not attempt to re-identify de-identified data.

You represent and warrant that you have all rights, consents, and lawful bases required to collect Customer Data and to have it processed by the Services as described, including consents from your End Users where required. You are responsible for the accuracy and legality of Customer Data and for honoring your End Users' privacy requests. The Services are not an archival system; maintain your own copies of data you cannot afford to lose, and export your data before closing your account.

16Privacy and data protection

Our collection and use of personal information is described in our Privacy Policy at genaya.com/privacy, which is incorporated into these Terms. Where applicable data protection law requires a data processing agreement between us for Customer Data, contact help@genaya.com and we will put one in place. You are responsible for your own compliance with privacy laws that apply to your business, including any notices and consents owed to your End Users.

17Regulated industries

The Services are industry-agnostic business tools. They are not designed as, and you may not rely on them as, a medical device, an electronic health record system, or a substitute for professional judgment. Genaya does not provide medical, legal, accounting, investment, or tax advice.

If your Organization is subject to sector-specific regulation (for example HIPAA for healthcare providers, GLBA for financial institutions, or state contractor and licensing rules), you are solely responsible for your compliance. Do not store protected health information in the Services unless and until you have executed a business associate agreement with us; contact help@genaya.com to inquire. You are responsible for configuring the Services (including permissions, recording, and messaging) in a manner consistent with your regulatory obligations.

18Acceptable use

You agree not to misuse the Services. Among other things, you may not:

• Break the law or violate the rights of others, including privacy, publicity, and intellectual-property rights.
• Probe, scan, or test the vulnerability of the Services, bypass authentication, rate limits, or usage gates, or access data of another Organization.
• Copy, resell, sublicense, white-label, or provide the Services to third parties as a service bureau without a written agreement with us.
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except where that restriction is prohibited by law.
• Upload malicious code, interfere with the integrity or performance of the Services, or impose an unreasonable load on our infrastructure.
• Use the Services to harass, defraud, threaten, or harm anyone, or to send communications the recipient has not consented to receive.
• Send marketing email or messages to purchased, rented, or scraped contact lists, or to recipients who have not opted in to hear from your Organization.
• Use the Services to send or promote adult, sexually explicit, illegal, or deceptive content, or content prohibited by carrier or payment network rules.
• Submit full payment card numbers, government-issued identification numbers, biometric identifiers, or similarly sensitive data into free-form fields (such as notes, chat, custom fields, or AI prompts), except where a feature expressly requests that information; we may remove such data where we find it.
• Use the Services to develop a competing product or to benchmark for a competitor.

We may investigate suspected violations and may throttle, suspend, or terminate access for conduct that violates this section. Sending limits are also enforced automatically based on bounce and spam-complaint rates.

19Third-party services

The Services interoperate with third-party services, including payment processing (Stripe), communications carriers (Telnyx), cloud infrastructure (Google Cloud and Firebase), AI model providers (OpenAI and Anthropic), email delivery (Resend), and optional integrations you choose to connect (for example QuickBooks, Salesforce, HubSpot, Google Contacts, or Microsoft 365). Third-party services are governed by their own terms and privacy policies, and your use of the Services constitutes authorization for us to exchange the data needed to operate those features. We do not control third-party services and are not responsible for their acts, omissions, availability, or terms. If you connect an integration, you represent that you have the right to give us access to the data in that integration.

20Beta and pre-release features

We may offer alpha, beta, preview, early access, or similar pre-release features. Beta features are provided for evaluation, may be changed or discontinued at any time without notice, may contain defects, and are provided "AS IS" without warranties, service commitments, or liability of any kind. We may impose limits or additional terms on beta features.

21Intellectual property and feedback

The Services, including all software, design, text, graphics, and branding, are owned by Genaya and its licensors and are protected by intellectual-property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you. You may not use our names, logos, or trademarks without our prior written consent.

If you provide suggestions, ideas, or other feedback about the Services, you grant Genaya a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use and exploit that feedback for any purpose without restriction or compensation.

We may identify you as a customer and use your Organization's name and logo in customer lists and marketing materials in a truthful, non-disparaging manner. You may opt out at any time by emailing help@genaya.com.

22Suspension and termination

You may stop using the Services and cancel at any time; cancellation takes effect at the end of the current billing period and prepaid Fees are not refunded except as required by law. Any unused prepaid usage balance is not refunded, but we keep it on your account: if you reactivate, the balance is still there and available to use. We do not charge your payment method after cancellation takes effect, and automatic top-ups stop at the same time.

We may suspend or restrict the Services, any feature, or any phone number immediately where we reasonably believe it is necessary to address a security risk, suspected fraud or abuse, carrier or payment network requirements, legal or regulatory requirements, non-payment, or a material breach of these Terms. We will use reasonable efforts to notify you of a suspension and to restore the Services once the issue is resolved.

Non-payment has a defined sequence, and one step in it is permanent. If a subscription charge fails, your workspace stays fully open for 14 days from the first failed charge while we retry the payment and you fix it. If the amount is still unpaid after 14 days, the workspace is locked. If it is still unpaid after 16 days, we release the telephone numbers assigned to your account back to the underlying carrier. A released number cannot be recovered or repurchased, may be reassigned to someone else, and calls and messages sent to it will no longer reach you. We notify the billing contact on your account by email when a charge fails, and that notice states both dates. Paying the outstanding amount before the release date keeps your numbers and restores access.

We may terminate these Terms and your access: (a) for cause, effective immediately, if you materially breach these Terms (including non-payment), if your use creates risk or legal exposure for us, our providers, or others, or if you become subject to insolvency proceedings; or (b) for convenience, on at least 30 days notice, in which case we will refund the prorated portion of any prepaid Fees covering the period after termination, including any unused prepaid usage balance. We may also discontinue the Services or any feature; if we discontinue the Services entirely, we will provide reasonable notice, a prorated refund of prepaid, unused Fees, and a refund of unused prepaid usage balances.

23Effect of termination; data export

Upon expiration or termination, your right to use the Services ends and access to the workspace is locked. We retain Customer Data for 30 days after termination (except termination for cause), during which you can reactivate your subscription to regain access and export your data, or contact help@genaya.com to request an export. Telephone numbers are on their own clock: we hold any phone numbers assigned to your account for 14 days after termination so you can reactivate and keep them, and after that we release them back to the underlying carrier. A released number cannot be recovered, may be reassigned to someone else, and calls and messages to it will no longer reach you. If you want to keep a number, reactivate within 14 days or port it to another provider before that window closes. After that window, we may delete or de-identify Customer Data in the ordinary course, as described in our Privacy Policy, and we have no obligation to retain it. Amounts owed at termination remain due. Sections that by their nature should survive termination do survive, including Sections 15 (license grants for aggregated and de-identified data), 21, 24, 25, 26, 27, and 28.

24Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, GENAYA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, OR THAT THE SERVICES SATISFY ANY GOVERNMENT REGULATION OR STANDARD APPLICABLE TO YOUR BUSINESS. YOU ARE RESPONSIBLE FOR YOUR USE OF AI OUTPUT AND FOR YOUR COMMUNICATIONS AND PAYMENT ACTIVITY CONDUCTED THROUGH THE SERVICES.

25Dispute resolution; binding arbitration; class action waiver

Most concerns can be resolved quickly by emailing help@genaya.com. Before filing a claim, each party agrees to first send the other a written description of the dispute and to attempt in good faith to resolve it informally for at least 30 days.

If we cannot resolve a dispute informally, you and Genaya agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by BINDING INDIVIDUAL ARBITRATION administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may (a) bring an individual claim in small claims court, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction for infringement or misuse of intellectual property or unauthorized access to the Services. The arbitration will be conducted in English, seated in Wilmington, Delaware (or another location the parties agree to, including remote proceedings), and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

CLASS ACTION WAIVER: ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If 25 or more similar arbitration demands are filed against Genaya by the same or coordinated counsel, the parties agree the demands will be resolved in staged batches to promote efficiency.

You may opt out of this arbitration agreement by emailing help@genaya.com with the subject "Arbitration opt-out" within 30 days of first accepting these Terms; opting out does not affect any other provision. Any claim must be filed within one year after it accrues, or it is permanently barred, unless a longer period is required by law.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and without application of the United Nations Convention on Contracts for the International Sale of Goods. For matters not subject to arbitration, the state and federal courts located in Delaware have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there.

26Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER GENAYA NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND (B) GENAYA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO GENAYA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

27Indemnification

You will defend, indemnify, and hold harmless Genaya, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, actions, or demands, and all resulting liabilities, damages, fines, penalties, and reasonable costs (including attorneys' fees), arising out of or relating to: (a) Customer Data or your End Users; (b) your use of the Services in violation of these Terms or applicable law, including communications laws such as the TCPA and call-recording laws; (c) your products, services, and transactions with your customers, including payment disputes; or (d) access to the Services that you authorize for any third party. We may participate in the defense with our own counsel at our expense, and you may not settle a claim that imposes obligations on us without our written consent.

28General terms

Changes to these Terms and to the Services: we may modify these Terms, our policies, and the Services themselves at any time and at our sole discretion. This includes adding, changing, limiting, suspending, or removing any feature, product, integration, plan, allowance, or capability, and changing how the Services work, in each case with or without a like-for-like replacement. If a change to these Terms is material, we will give reasonable advance notice (for example by email or an in-product message) and the updated Terms will take effect no sooner than 10 days after posting, except that changes required by law, or addressing security, fraud, carrier or payment network requirements, or new features, may take effect immediately. The version posted at genaya.com/terms is always the operative version. Continued use of the Services after a change takes effect means the updated Terms apply to you and you accept them in full; if you do not agree, your sole and exclusive remedy is to stop using the Services and cancel before the change applies. We are not required to maintain any feature, and no roadmap, demo, or marketing statement is a commitment to build or keep one.

Assignment: you may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets. Entire agreement: these Terms, together with the policies they reference and your orders in the product, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject; no marketing material or FAQ modifies them. Severability: if a provision is found unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. No waiver: a failure to enforce a provision is not a waiver. Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. Export and sanctions: you may not use the Services in violation of export-control or sanctions laws. Relationship: the parties are independent contractors; there are no third-party beneficiaries. Notices to Genaya must be sent to help@genaya.com; we may provide notices to the email address on your account or in the product.

29Contact

Questions about these Terms? Email us at help@genaya.com.