1. Definitions
- Software is all cloud services and documentation created or managed by Genymobile and made available to Customer under this Agreement.
- a. Product is Genymotion SaaS (Software as a Service), the integrated solution, made available by access to and use of software hosted by the Genymotion infrastructure.
- b. Order means any purchase order, product schedule, or ordering document between Customer and Genymobile that identifies the product licensed and any applicable licensing parameters (e.g., the number of licenses).
- c. Documentation shall mean, in digital, printed, or another form, the technical, user and reference manuals, notes, instructions and summaries, technical release notes, Specifications, and any other supporting documentation, including but not limited to the data dictionary for any databases, which will be written in English, related to the Software.
2. Rights of Access and Use
- Genymobile grants you a worldwide, non-exclusive, non-transferable right to access and use the Software during the License Term under the applicable Documentation.
- Customer may provide access to the product to its employees, contractors, customers, and affiliates (and any employees and contractors of such affiliates).
- The license shall terminate upon the termination or expiration of this Agreement.
3. Use Restrictions; Customer Obligations
- Genymobile respects the intellectual property rights of others.
- Customer may not use Genymobile’s Software for any illegal use.
- Customer may not use Genymobile’s Software in any way that violates the intellectual property rights of others.
- As a condition of the license, Customer shall not reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the product, except to the extent prohibited by applicable law.
- Customer shall not use the Documentation except for supporting Customer’s authorized use of the product.
- Customer shall not use the product to store or transmit malicious code or infringing, libelous, unlawful, or tortious material; or disrupt the integrity or performance of any product; or employ or authorize a Genymobile Competitor to use or view the product or Documentation without Genymobile’s prior written consent.
- Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of any product and notify Genymobile promptly of any such unauthorized access or use.
- In case of legitimate fraud suspicion, Genymobile reserves the right to investigate the suspected virtual devices. The depth of said inspection will vary depending on the suspected modus operandi.
4. Fee and Payment
- Genymobile offers several plan types, which may include a free trial plan of 60 minutes with 2 VDs.
- If Customer activates the 60-minute free trial, Genymobile will allow only one license trial for one IP.
- Customer shall pay fees according to Genymobile’s publicly listed pricing terms on Genymotion’s website, or as mutually agreed between the parties in writing.
- Customer agrees that applicable fees include the plan base charge plus any minutes overage charges based on usage volume.
- Customer agrees to provide valid and updated payment information to Genymobile.
- If Genymobile cannot charge Customer 24 hours after payment is due, Genymobile may suspend Customer use of the Software.
- Fees are non-refundable, and payable weekly or monthly via credit card, or as mutually agreed in writing.
- If total consumption exceeds a specified amount, Genymobile will activate a billing threshold (default value $150). This threshold issues an intermediate payment, but does not reset the current billing cycle.
- This amount can be enlarged or disabled for some clients automatically or upon request.
- Genymobile may modify the fees it charges for the Software at any time but will give existing customers at least 90 days’ written notice before any changes take effect.
5. Confidentiality
- Both Parties acknowledge that either Party may receive Confidential Information from the other Party during the term of this Agreement; such information will be deemed to have been received in confidence and will be used only for purposes of this Agreement.
- The Receiving Party shall use the Disclosing Party’s Confidential Information only to perform its obligations under this Agreement and disclose the Confidential Information only to the Receiving Party’s personnel needing to know the information for the purpose of this Agreement.
- The Receiving Party shall treat the Confidential Information with at least a reasonable degree of care.
- Upon the Disclosing Party’s written request, the Receiving Party shall return or certify the destruction of all Confidential Information; the confidentiality obligation shall continue for three (3) years from expiration or termination; however, the Receiving Party shall keep any PII confidential in perpetuity; and any trade secrets confidential as long as such information is deemed a trade secret.
- a. Definition: “Confidential Information” includes all information and data that should reasonably be considered confidential under the circumstances, whether oral, written, or electronic, and includes this Agreement and related material.
- b. Non-disclosure and Non-Use: The Receiving Party may use Confidential Information solely for purposes of this Agreement; no other use is permitted.
- The Receiving Party shall protect Confidential Information with the same degree of care as it protects its own confidential information of a similar nature.
- The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate was in its possession without restriction at disclosure; that is generally available to the public; has been received from a third party without restriction on disclosure; or is independently developed by the Receiving Party.
- PII remains subject to confidentiality obligations regardless of public availability.
6. Ownership
- This is a subscription agreement for use of Genymobile products and not an agreement for sale.
- Customer acknowledges it obtains only a limited right to the Genymobile product and that irrespective of terms such as “purchase” or “sale,” no ownership rights are conveyed.
- Genymobile and its suppliers own and retain all rights, title, and interest in the product (except as expressly licensed).
- Customer is not obligated to provide Genymobile with suggestions or feedback about the products or services.
- If Customer provides Feedback, Customer assigns ownership of such Feedback to Genymobile; Genymobile may use and modify such Feedback without obligation or payment.
- Customer acknowledges that the Genymobile product is offered as an online solution and that Customer has no right to obtain a copy of the Genymobile product itself.
7. Indemnity
- a. Indemnification by Genymobile: Genymobile shall defend or settle any claim brought against Customer and its directors, officers, and employees that results from the infringement of a third party’s IP rights caused by Customer’s use of the product; and Genymobile shall indemnify and hold harmless Customer Indemnitees from such claims’ settlements or damages.
- b. Indemnification for Genymobile: If a downstream customer uses the Genymobile product in a way that allegedly infringes a third party’s IP rights, Customer shall defend Genymobile and its personnel against such claims and indemnify Genymobile for damages.
- c. Remedies: If a claim occurs, Genymobile may procure the right to allow continued use, modify or replace the product to avoid infringement, or, if neither is possible, terminate the license for the affected portion and credit prepaid unused fees.
- d. Exclusions: Genymobile has no obligations if the claim arises from Customer modification, improper combination with third-party products, continued use after infringement notice, failure to use Updates, or use outside the license scope.
- e. Indemnification by Customer: Customer shall defend Genymobile against claims that Customer Data infringes IP or privacy rights and indemnify Genymobile for related damages.
- f. Procedures: The Indemnifying Party shall promptly notify the other Party of any claim, cooperate with defense, and permit the Indemnified Party to participate with its own counsel. If the Indemnifying Party fails to assume defense within 30 days, the Indemnified Party may control its own defense and be indemnified for related costs.
8. Support and Maintenance Services
- GenyMobile shall provide Company with the Support Services described in this Exhibit and Company shall pay Genymobile according to the support fee described by Genymobile upon request.
- a. Escalation Procedures: The following levels define obligations before escalating to the next level; first level is basic, second level is more detailed, third level includes advanced fixes, and fourth level covers code-level fixes.
- b. Severity Designations: Severity 1, Severity 2, and Severity 3 define impact and priority.
- c. Resolution Times: Severity 1 requires same-day response and aim for same-day resolution; Severity 2 requires a response within the next working day and resolution within 48 hours; Severity 3 requires a response within 48 hours and a time period for addressing the issue.
9. Warranties
- Genymobile represents and warrants it has the legal power and authority to enter into this Agreement.
- a. Product: The product materially conforms to the specifications in the relevant Documentation; operations may not meet every requirement or be error-free; Customer must notify Genymobile of warranty deficiencies within 30 days.
- b. Professional Services: If Customer orders professional services, such services are subject to this Agreement and the mutually agreed statement of work; Genymobile warrants workmanlike performance for 90 days following delivery.
- c. Exclusions: Warranties do not apply if the product has been modified, not used or maintained as required, subjected to abnormal stress, misuse, negligence, or used with non-specified software.
- d. Disclaimer: To the maximum extent permitted by law, the product and services are provided “as is,” with no other warranties of any kind; implied warranties are disclaimed.
10. Term and Termination
- The License to the Software commences on the Effective Date and extends for successive one week, month, or year periods per the Customer’s plan.
- Either party may provide seven (7) days prior written notice to terminate or not renew at the end of the then-current term.
- A License subscribed during a Free Trial Period shall commence the day after the end date of the Free Trial Period.
11. Limitation of Liabilities
- To the maximum extent permitted by law, neither party shall be liable for lost profits, lost opportunities, lost data, or special, incidental, consequential, or punitive damages, except for breaches of Sections 3 (Restrictions), 5 (Confidentiality), or a party’s indemnification obligations, or Customer’s payment obligations.
- Liability is limited to the total fees payable to Genymobile for the relevant product or service during the twelve-month period before the event giving rise to liability.
- The above limitations apply even if a remedy fails of its essential purpose.
12. General
- a. Export/Import: The product and Documentation may be subject to import/export laws; Customer agrees to comply and obtain any required licenses.
- b. U.S. Government End Users: The Product and Documentation are “commercial items” as defined by applicable U.S. regulations and are licensed with rights as granted to all end users.
- c. In-Licensed Materials and Open Source: The product may contain or interoperate with non-owned software licensed to Genymobile; open-source licenses shall not restrict the rights granted to Customer.
- d. Governing Law and Jurisdiction: The Paris Court of Commerce has exclusive jurisdiction to resolve disputes arising from these Terms; French law governs.
- e. Assignment: Neither party may assign these Terms without prior written consent, except Genymobile may assign in a change of control, merger, acquisition, or sale of assets.
- f. Data Communications: Genymobile may process Personal Information for purposes of this Agreement, provided Customer gives required consents and rights; aggregate, de-identified data may be used for product improvement and support.
- g. Equitable Relief: A material breach may entitle the non-breaching party to equitable relief in addition to other remedies.
- h. Publicity: Genymobile may publicly disclose Customer’s status as a client; Customer may revoke such publicity in writing.
- i. Independent Contractor: The Parties are independent contractors.
- j. Waiver & Severability; Amendments: Failure to enforce any provision does not waive; illegal or invalid provisions are enforceable to the maximum extent permitted; amendments require written consent.
- k. Notices: Legal notices must be in writing to the addresses specified in the applicable Order; notices are effective upon delivery or after a stated period.
- l. Entire Agreement: This Agreement constitutes the entire agreement and supersedes prior agreements; it prevails over conflicting terms unless amended in writing.
A. Service Level Agreement
- These SLAs apply to all Genymotion SaaS users on mutualized streamers; dedicated streamers and SLAs with specific conditions require an additional fee; contact sales@genymobile.com.
- Genymobile will provide a Monthly Uptime Percentage to Customer of 99.9%.
- If Genymobile fails to meet the SLA and Customer meets its obligations, Customer will be eligible for compensation (financial credits).
- “Downtime” means Genymobile Cloud’s website is inaccessible or returns HTTP 5xx codes, or streaming failures after a connection is established.
- “Downtime Period” means at least five consecutive minutes of Downtime.
- “Service Availability Percentage” equals (total minutes in month minus downtime minutes) divided by total minutes in the month.
- “Compensation” means a credit percentage proportional to the downtime period and the money already paid by the client, applied to future use on cloud.geny.io.
- Customer must request compensation within 30 days of eligibility.
B. Sessions & Data Security
- The privacy and security of data are Genymobile’s top priority.
- Genymotion’s website (cloud.geny.io) maintains a formal security program designed to protect data.
- Data is stored or processed in Canada and France on OVH servers; backups are in France.
- Data is transmitted via HTTPS and WSS (TLS 1.2/1.3).
- If needed, documentation on GDPR compliance is available in the private policy.
C. In-Licensed Materials and Open Source
- The product may contain or interoperate with software not owned by Genymobile but licensed to Genymobile or open source.
- In-Licensed Materials may be subject to additional terms provided to Customer.
- Open-source licenses shall not restrict the license rights granted to Customer.
D. Governing Law and Jurisdiction
- Paris Court of Commerce has exclusive jurisdiction to resolve disputes; injunctive relief may be sought in any competent court.
- These Terms are governed by French law.
E. Assignment
- Neither party may assign these Terms or sublicense rights without consent, except Genymobile may assign in connection with a change of control, merger, acquisition, or sale of assets.
F. Data Communications
- Genymobile may collect, process, and transfer Personal Information for the purposes of providing the product and services; Customer determines required disclosures and consents.
- Personal Information means data relating to an identified or identifiable individual.
- Genymobile may use aggregated, de-identified data to improve products and support.
G. Equitable Relief
- A material breach may entitle the non-breaching party to equitable relief without bond.
H. Publicity
- Genymobile may disclose Customer’s status as a customer; Customer may cancel publicity upon written notice.
I. Independent Contractor
- The Parties are independent contractors; no partnership, joint venture, or agency is created.
J. Waiver & Severability; Amendments
- Non-enforcement of any provision does not constitute a waiver; illegal or invalid provisions will be enforced to the maximum extent permitted; amendments require written consent.
K. Notices
- Legal notices must be delivered to the address on the applicable Order; notices are effective upon personal delivery or as otherwise specified.
L. Entire Agreement
- The Terms and attached schedules constitute the entire agreement and supersede prior discussions.