Terms of Service
Version 1.0
01-Nov-2024
These Terms of Service ("Agreement") are entered into between It's Genki, owned by Genki Cáceres ("It's Genki") and the entity or person placing an order or accessing the Services ("Client"). This Agreement consists of the terms and conditions set forth below and any Order Form. The "Effective Date" of this Agreement is the earlier of (a) Client's initial access to the Services through any provisioning, registration, or online order process or (b) the Effective Date of the first Order Form.
Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.
1. Definitions
1.1 "Services" means web design and development services, maintenance, and related services provided by It's Genki to Client.
1.2 "Content" means code, content, fonts, graphics, designs, documents, or materials created using the Services by Client or imported to the Services by Client.
1.3 "Documentation" means technical materials made available by It's Genki to Client that describe the use and operation of the Services.
1.4 "Order Form" means a document signed by both Parties identifying the Services that It's Genki will make available pursuant to this Agreement.
2. License and Usage Rights
2.1 Services. It's Genki hereby grants Client a non-exclusive, non-transferable license during the Term to use the Services solely for Client's internal business purposes in accordance with the Documentation.
2.2 Restrictions. Client shall not: (a) modify, adapt, alter or create derivative works from the Services; (b) sublicense, distribute or transfer the Services to any third party; (c) use the Services for the benefit of any third party; or (d) reverse engineer the Services.
3. Proprietary Rights
3.1 It's Genki Ownership. It's Genki retains all right, title and interest in and to the Services, including all related intellectual property rights.
3.2 Client Ownership. Client retains all right, title and interest in and to the Content, including all related intellectual property rights.
4. Content
4.1 Content Responsibility. Client is solely responsible for all Content provided in connection with the Services, including its legality, reliability, integrity, and intellectual property rights.
4.2 Content License. Client grants It's Genki a non-exclusive license to use, copy, store, transmit and display the Content solely as necessary to provide the Services to Client.
5. Client Obligations
5.1 Cooperation. Client shall provide all reasonable cooperation and access necessary for It's Genki to provide the Services.
5.2 Compliance. Client shall comply with all applicable laws and regulations in connection with its use of the Services.
6. Fees and Payment
6.1 Fees. Client shall pay all fees specified in Order Forms. Fees are non-refundable except as expressly set forth in this Agreement.
6.2 Payment Terms. Client shall make an initial payment of 50% upon project commencement and the remaining 50% prior to final delivery. Maintenance services shall be billed monthly with a minimum 6-month commitment.
6.3 Installment Payments. Client may opt for an installment payment plan over 12 monthly payments, calculated as specified in the corresponding Order Form.
7. Confidentiality
7.1 Confidential Information. Each party shall maintain the confidentiality of all confidential information received from the other party and shall not use such information except as necessary to exercise its rights or perform its obligations under this Agreement.
8. Warranties and Disclaimers
8.1 Service Warranties. It's Genki warrants that it will perform the Services in a professional and workmanlike manner.
8.2 Disclaimer. Except as expressly set forth in this Agreement, the Services are provided "as is" and "as available" without warranty of any kind.
9. Limitation of Liability
In no event shall either party be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation loss of profits, data, or use.
10. Term and Termination
10.1 Term. This Agreement shall commence on the Effective Date and continue until project completion or termination as provided herein.
10.2 Termination. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any term of this Agreement.
11. General Provisions
11.1 Governing Law. This Agreement shall be governed by the laws of Spain.
11.2 Modifications. It's Genki may modify this Agreement from time to time by providing advance notice to Client of such modifications.
11.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements.