Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Genchi SaaS platform and services (the "Service"), provided by Genchi, a Delaware C-Corporation registered in California and San Francisco ("Genchi," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity ("Customer"), you represent that you have the authority to bind that entity to these Terms. If you do not agree, do not use the Service.

These Terms are effective as of December 1, 2025.

Last updated: December 1, 2025.

1. Definitions

• "Account" means a unique account created for you or your team to access the Service.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Content" or "Customer Data" means any data, information, or material you or your users upload, submit, or generate through the Service, including but not limited to initiative (project) names, team compositions, pulse sentiment data (votes from 1-5), comments, or blockers.
• "End User" means an individual authorized by Customer to use the Service under Customer's Account.
• "Service" means the Genchi SaaS platform, including features for project status reporting, pulse voting, sentiment visualization, and related tools.
• "Subscription Term" means the period during which you have access to a paid plan, as specified in your order or billing selection.
• "You" or "Customer" means the individual or entity accessing or using the Service.

2. Account Registration and Use

To access the Service, you must create an Account by providing accurate and complete information, such as company name, website, user names, email addresses, and job titles. You are responsible for maintaining the confidentiality of your Account credentials and for all activities under your Account. Notify us immediately of any unauthorized use.

You represent that you are at least 18 years old and have the legal capacity to enter these Terms. The Service is not intended for use by children under 13.

3. Free Trial

We offer a 14-day free trial of the Service without requiring credit card information. During the trial, you may access core features to evaluate the Service. At the end of the trial, you will be prompted to select a billing plan and enter payment details to continue access. No automatic conversion to a paid plan occurs; failure to upgrade will result in loss of access to paid features.

4. Subscriptions

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term for your internal business purposes.

• Plans: We offer monthly and yearly subscription plans. Subscriptions are billed in advance and auto-renew for the same duration unless canceled.
• Cancellation: You may cancel at any time, effective at the end of the current billing period (e.g., month or year). No prorated refunds are provided for partial periods.
• Changes: We may modify the Service or plans with reasonable notice. If a change materially reduces functionality, you may terminate and receive a prorated refund for prepaid, unused portions.

You agree to comply with all applicable laws and not to: (i) use the Service for any illegal purpose; (ii) interfere with or disrupt the Service; (iii) reverse engineer, decompile, or attempt to derive source code; (iv) upload viruses, malware, or harmful code; (v) spam or send unsolicited communications; or (vi) infringe on third-party rights.

5. Payments

Payments are processed via Stripe. Subscriptions are billed in advance on a monthly or yearly basis, as selected.

• Fees: Based on the plan and number of users/teams. Additional fees may apply for overages or add-ons.
• Auto-Renewal: Subscriptions automatically renew and charge the then-current rate unless canceled before the renewal date.
• No Refunds: All payments are non-refundable, including for partial periods or unused time.
• Taxes: You are responsible for all applicable taxes, except those based on our net income.
• Late Payments: Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law. We may suspend access for non-payment after notice.

If you dispute a charge, notify us within 30 days for potential adjustments.

6. Ownership and Licenses

• Your Content: You own all rights to your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to access, use, store, and process Customer Data as necessary to provide the Service, generate reports/notifications, perform internal analytics, and improve the Service.
• Our Ownership: We own all rights to the Service, including software, features, and any aggregated, anonymized data derived from usage (e.g., for benchmarking). We grant you no ownership rights.
• Feedback: If you provide feedback or suggestions, we may use it without restriction or compensation.

7. Acceptable Use

You must use the Service responsibly. Prohibited activities include:

• Illegal or unauthorized use.
• Uploading or sharing defamatory, obscene, or infringing content.
• Spamming, phishing, or distributing malware.
• Impersonating others or violating privacy rights.
• Overloading or attempting to hack the Service.
• Using the Service for competitive purposes or benchmarking against us.

We may monitor usage and suspend or terminate access for violations.

8. Termination and Suspension

• By You: Cancel via your Account settings, effective at the end of the current billing period.
• By Us: We may suspend or terminate your Account for non-payment, breach of these Terms, legal requirements, or if we discontinue the Service. We will provide notice where practicable.
• Effect of Termination: Access ends immediately. You may export your data for 30 days post-termination; afterward, we may delete it. No refunds for termination due to your breach.
• Survival: Sections on ownership, payments, disclaimers, liability, indemnification, and governing law survive termination.

9. Privacy and Data

Our collection, use, and sharing of personal information is governed by our Privacy Policy, incorporated herein. You agree to comply with data protection laws and obtain necessary consents for Customer Data.

10. Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant uninterrupted, error-free, or secure access, or that defects will be corrected. You use the Service at your own risk.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, consequential, incidental, special, or punitive damages (including lost profits or data) arising from these Terms or the Service, even if advised of the possibility. Our total liability is limited to the amounts you paid us in the 12 months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold us harmless from any claims, losses, or damages arising from your use of the Service, Customer Data, or breach of these Terms.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. Any disputes will be resolved through binding arbitration in San Francisco, California, under JAMS rules, except for intellectual property claims, which may be brought in federal or state courts in San Francisco. No class actions are permitted.

14. Changes to Terms

We may update these Terms with notice (e.g., via email or in-Service). Continued use constitutes acceptance. If a change materially affects your rights, you may terminate within 30 days.

15. Miscellaneous

• Entire Agreement: These Terms, plus any order forms, constitute the full agreement.
• Severability: Invalid provisions are severed; the rest remain.
• Waiver: No waiver unless in writing.
• Assignment: We may assign these Terms; you may not without our consent.
• Force Majeure: No liability for delays due to events beyond control (e.g., natural disasters).

Contact Us

For questions, contact us at: support@genchi.com.