Last Updated: [3/17/22]
This Service Subscription Agreement (the “Agreement”) is entered into as of Month Day, Year, between Genba, Inc. (“Genba”) and the Customer. For purposes of this Agreement, “Customer” means the entity that accesses or uses the Services (defined below) pursuant to one or more orders, statements of work or trial engagement agreements with Genba (“Customer”). The parties agree as follows:
1.1 “Documentation” means Genba-provided user documentation, in all forms, relating to the Services (e.g., on-boarding documents, user manuals, on-line help files).
1.2 “Services” means the software services identified in Exhibit A.
1.3 “Service Providers” means all employees, contractors, consultants, officers, contingent workers, and other service providers of Customer.
1.4 “User” means an individual or entity who is authorized by Customer to use the Service, and who has been supplied a user account and password for the Service by Customer or Genba.
1.5 “Visitors” means each authorized visitor to Customer’s facilities.
2.1 Use of the Services. Subject to the terms and conditions of this Agreement, Genba grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 9.2) right during the term of this Agreement to use the Services solely in connection with Customer’s internal business operations.
2.2 Use of the Documentation. Subject to the terms and conditions of this Agreement, Genba grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 9.2) license, without right of sublicense, during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Services in accordance with this Agreement.
2.3 Technical Support Services. For so long as Customer is current with its payment of the fees specified in Exhibit A, Genba will use reasonable efforts to provide Customer with technical support services relating to the Services by email from 9am-5pm Pacific, Monday through Friday, excluding holidays.
2.4 Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: rent, lease, or otherwise permit third parties to use the Services or Documentation; use the Services to provide services to third parties (e.g., as a service bureau); use the Services for any benchmarking activity or in connection with the development of any competitive product; nor circumvent or disable any security or other technological features or measures of the Services.
2.5 User Accounts. User accounts are for use by designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
2.6 Compliance with Laws. Customer will use the Services and Documentation in compliance with all applicable laws and regulations. Without limiting the generality of the foregoing, Customer specifically agrees that Customer’s collection, entry, retention, transmission, storage, and use of Users, Service Providers’ and Visitors’ data in connection with the Services (or any of the foregoing performed by anyone acting on Customer’s behalf) will comply with and be carried out in a manner consistent with all applicable local, state, and federal laws, including, without limitation, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, all laws regarding Service Provider and Visitor privacy and the confidentiality of Service Provider and Visitor health/medical information, and all other laws and regulations (including, without limitation, common law, decisional law, statutes, constitutions, orders, proclamations, and rules). Customer also agrees that it will obtain the prior signed, written consent of all applicable Users, Service Providers and Visitors for the collection, entry, retention, transmission, storage, and use of data relating to such Service Providers and Visitors in connection with Customer’s use of the Services. Customer further agrees that it or anyone acting on its behalf will not obtain such consent from any Service Providers or Visitors by any form of misrepresentation, fraud, duress, coercion, or any other inappropriate means. For clarity, Customer agrees that any breach by Customer of any of Customer’s covenants in this Section 2.5 will be a material breach of this Agreement. Without limiting any other terms herein, Customer represents and warrants that it will provide all necessary notices and obtain all necessary authorizations and consents with regard to the collection, use, transmission, retention, disclosure, sharing, storage and other processing of Customer Data, including by Genba, pursuant to the Services.
2.7 Protection against Unauthorized Use. Customer will use reasonable efforts to prevent any unauthorized use of the Services and Documentation and immediately notify Genba in writing of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Genba to prevent or terminate unauthorized use of the Services or Documentation.
2.8 Reservation of Rights. Genba grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. Genba reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.
2.9 Feedback. If Customer provides any feedback to Genba concerning the functionality and performance of the Services (including identifying potential errors and improvements), Customer hereby assigns to Genba all right, title, and interest in and to the feedback, and Genba is free to use the feedback without payment or restriction.
2.10 Publicity. During the Term, Genba may use your corporate name and logo on the Genba website and in presentations and other marketing materials created by Genba for the purpose of identifying you as a customer of Genba and the Service. You hereby grant Genba and its Affiliates a license to use your corporate name and logo for the purposes described in this Section. Neither party may issue press releases relating to these Terms without the other party’s prior written consent.
2.11 Customer Data. For the purposes of this Agreement, “Customer Data” means all data, information, recordings and other content (regardless of the form or format) that Customer (or its users) submits, transfers, transmits, uploads or otherwise provides to Genba, or that Genba collects on behalf of Customer, pursuant to the provision of the Services. As between Customer and Genba, Customer owns all right, title and interest in and to the Customer Data. You hereby grant Genba a non-exclusive, irrevocable, perpetual, sub-licensable, transferable license to use, disclose, copy and otherwise exploit Customer Data, and to collect, use, transmit, disclose, generate, analyze, access, store, retain and otherwise process the Customer Data: (1) in order to provide the Services and perform this Agreement, including in order to operate, maintain, secure and otherwise make available the Services and any features thereof and as otherwise instructed by Customer in writing; (2) to analyze, develop and improve the Services and any features thereof, and for similar internal business purposes; and (3) as otherwise necessary to comply with applicable law or legal obligations, to protect and defend our rights, or enforce the terms of our agreements with you and your users, including this Agreement and the Genba Terms of Use (https://www.genba.ai/terms-of-use) (“Permitted Purposes”). Except as necessary to provide the Services, perform the Agreement or comply with applicable legal obligations, or as expressly directed by Customer, Genba shall not share with any third parties any Customer Data that identifies Customer or any individual. Without limiting any other term herein, Customer expressly agree that:
2.11.1 Genba may generate, derive, use and maintain aggregate and non-identifiable data related to the access to, and use and operation of, the Services, which does not identify Customer or any individual User (“Aggregate Data”). Genba shall own all right, title and interest in and to such Aggregate Data, which shall not be considered Customer Data.
2.11.2 Genba may deidentify and aggregate Customer Data such that it no longer identifies Customer or any individual User (“Anonymous Data”). Customer grants Genba an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit the Anonymous Data, and to collect, use, transmit, disclose, generate, analyze, access, store, retain and otherwise process the Anonymous Data in order to improve and develop its products, services and business operations or for other internal business purposes.
2.12 Personal Data Processing. To the extent Customer Data includes and personal information, Genba will process such personal information in accordance with and subject to Exhibit B hereto.
3.1 Fees and Payment Terms. Customer will pay Genba the fees and any other amounts owing under this Agreement, plus any applicable sales, use, excise, or other taxes, as specified in Exhibit A. Unless otherwise specified in Exhibit A, Customer will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Genba to collect any amount that is not paid when due. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. All amounts payable under this Agreement are denominated in United States dollars, and Customer will pay all such amounts in United States dollars. Genba may make changes to the fee structure or amounts at any time upon 15 days’ notice to Customer.
3.2 Taxes. Other than net income taxes imposed on Genba, Customer will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from this Agreement. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Genba after all such taxes are paid are equal to the amounts that Genba would have been entitled to in accordance with this Agreement as if the taxes did not exist.
4.1 Term. The term of this Agreement will be as set forth in Exhibit A.
4.2 Trial. Your Subscription may start with a free trial (the “Free Trial”). The specific terms of your Free Trial will be provided in Exhibit A. Hardware such as mobile devices may be provided with your Free Trial, as set forth in Exhibit A. In the event Customer terminates this Agreement at the end of the Free Trial and does not return the hardware to Genba within 30 days, Customer will be liable for the cost of the hardware. Genba reserves the right, in its discretion, to determine your Free Trial eligibility and to modify or cancel a Free Trial or a Free Trial offer at any time. WE WILL NOT AUTOMATICALLY CONVERT YOUR FREE TRIAL INTO A PAID SUBSCRIPTION WITHOUT YOUR CONSENT, AND COMPANY MAKES NO GUARANTEE AND UNDERTAKES NO OBLIGATION TO ALERT YOU OF THE EXPIRATION OF YOUR FREE TRIAL. IF YOU WISH TO CONTINUE YOUR ACCESS TO THE LICENSED SERVICES AFTER THE EXPIRATION OF THE FREE TRIAL WITHOUT INTERRUPTION, YOU MUST PURCHASE A SUBSCRIPTION PRIOR TO THE EXPIRATION OF YOUR FREE TRIAL. IF YOUR FREE TRIAL EXPIRES PRIOR TO THE START OF YOUR SUBSCRIPTION, COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY ASSOCIATED LOSS, DAMAGE, INJURY OR HARM ARISING FROM THE EXPIRATION OF THE FREE TRIAL OR OTHERWISE IN CONNECTION WITH ANY TERMINATION OF YOUR LICENSED SERVICES, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
4.3 Termination for Material Breach. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 15 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section 4.2 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 15-day cure period. If Customer fails to timely pay any fees, Genba may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due.
4.4 Termination for Convenience. Genba may terminate this Agreement at any time for any reason or no reason at all.
4.5 Post-Termination Obligations. If this Agreement is terminated for any reason, Customer will pay to Genba any fees or other amounts that have accrued prior to the effective date of the termination, any and all liabilities accrued prior to the effective date of the termination will survive, and Customer will provide Genba with a written certification signed by an authorized Customer representative certifying that all use of the Services and Documentation by Customer has been discontinued.
4.6 Modification of the Service. Genba reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Genba will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
5.1 Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation, business and marketing plans, financial information, technology and technical information, designs, and business processes. Confidential Information will not include any information that: (i) is or becomes generally known to the public without any prior confidentiality obligation; (ii) was in the rightful possession or known by the Receiving Party prior to receipt from the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.2 Protection. Each party will not disclose the other party’s Confidential Information, or use the other party’s Confidential information for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission, and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
5.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
5.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality and non-use protections in this Agreement, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
6.1 Mutual Warranties. Each party represents and warrants to the other that: this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.
6.2 Customer Warranty. Customer represents and warrants to Genba that it is not a Covered Entity within the meaning given by the Health Insurance Portability and Accountability Act (“HIPAA”) and that, if during the term of this agreement it were ever to become a Covered Entity, it will give Genba at least 60 days’ notice prior to the Covered Entity designation taking effect. Customer further acknowledges and agrees that no protected health information (PHI), as that term is defined by HIPAA, is required to perform the Services, and Customer represents and warrants that Customer will not transfer, or have transferred on its behalf, any PHI to Genba for any purpose during the term of this Agreement unless otherwise agreed to by the parties in writing. Customer further represents and warrants that any phone numbers provided by Customer to Genba in order to enable Genba to send automated text messages as part of the Services, shall only be provided to Genba after Customer has obtained and documented all legally required consent to permit Genba to send such automated text messages for each such phone number, including but not limited to as may be required under the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act.
6.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, COMPANY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. COMPANY DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. COMPANY DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE. COMPANY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF SUBSCRIBER’S USE OF THE SERVICES.
7.1 Defense. Customer will defend Genba from any actual or threatened third party claim, proceeding, or suit (“Claim”) arising out of or based upon Customer’s use of the Services or Customer’s breach of any of the provisions of this Agreement. Genba will give Customer prompt written notice of the Claim; grant Customer full and complete control over the defense and settlement of the Claim; provide assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and comply with any settlement or court order made in connection with the Claim. Genba will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim.
7.2 Indemnification. Customer will indemnify Genba from and pay all damages, costs, and attorneys’ fees finally awarded against Genba in any Claim under Section 6.1; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Genba in connection with the defense of a Claim under Section 6.1 (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and, all amounts that Customer agrees to pay to any third party to settle any Claim under Section 6.1.
8.1 Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF COMPANY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
8.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $10,000.
8.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY COMPANY TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
9.1 Relationship. Genba will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement.
9.2 Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement.
9.3 Subcontractors. Genba may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Genba remains responsible for all of its obligations under this Agreement.
9.4 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the signature page of this Agreement and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 8.4. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
9.5 Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
9.6 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in King County, Washington in connection with any action arising out of or in connection with this Agreement.
9.7 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
9.8 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Services will immediately terminate.
9.9 Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures.
9.10 Entire Agreement. This Agreement, including all exhibits, is the final and complete expression of the agreement between these parties regarding Customer’s use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed, nor does it affect the validity of any agreements between the parties relating to professional services relating to the Services that Genba may provide. No employee, agent, or other representative of Genba has any authority to bind Genba with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Genba will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Genba specifically agrees to such provision in writing and signed by an authorized agent of Genba.
1. Services
1.1 Commercial software license for Genba workflow intelligence platform
1.2 Number and type of seats dependent on company/location. Each Genba user requires a separate seat.
1.3 Hardware dependent on company/location
2. Fees
2.1 Upon completion of the Free Trial, the following subscription rates will apply
2.1.1. $50/user/month (if billed annually)
2.1.2. $60/user/month (if billed monthly)
3. Terms
3.1 Free Trial period will commence the day that Genba is launched with your team.
3.2 Free Trial period will last 30 days.
3.3 At the end of the Free Trial period, your use of the Service will convert to a paid subscription according to this Agreement.
The terms of this Data Processing Addendum (the “Addendum”) shall apply to the processing of personal information on behalf of Customer pursuant to the provision of the Services and the performance of the Agreement (“Customer Personal Information”).
1. Certain Definitions. For the purposes of this Addendum–
2. Roles and Scope
2.1 The parties acknowledge and agree that Customer is a Business and appoints Genba as a Service Provider to process Personal Information on behalf of Customer pursuant to the Agreement and in order to perform one or more a Business Purposes.
2.2 Each Party will comply with its respective obligations under applicable privacy laws, including the CCPA/CPRA. Genba will, upon request, cooperate with Customer’s reasonable and appropriate steps to confirm that Genba uses the Customer Personal Information in accordance with the terms of this Addendum and applicable privacy laws, including the CCPA/CPRA.2.3 Genba will notify Customer if it is no longer able to meet its obligations under applicable privacy laws, including the CCPA/CPRA, in which case Customer may take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Information.
3. Notice and Consent
3.1 Customer acknowledges it is responsible for complying with all notice, consent, opt out and privacy policy requirements, with respect to Customer Personal Information , as required by privacy law, including the CCPA/CPRA.
3.2 Customer represents and warrants that it has provided notice that Customer Personal Information is being used or shared as required by the CCPA/CPRA.
4. Restrictions on Processing
4.1 Genba will only retain, use, or disclose Customer Personal Information in order to perform the Services and as specified in the Agreement. Genba will not sell (as defined by the CCPA/CPRA) any Customer Personal Information, or use or disclose any Customer Personal Information for its own commercial purposes.
4.2 Notwithstanding the foregoing, Customer agrees that Genba may retain, use, or disclose Customer Personal Information: (1) to retain and employ another service provider as a Subcontractor, where the Subcontractor meets the requirements for a service provider under the CCPA/CPRA and is subject to equivalent obligations as apply to Genba pursuant to this Addendum; (2) for internal use by the service provider to build or improve the quality of its services, provided that the use does not include building or modifying household or consumer profiles to use in providing services to another business, or correcting or augmenting data acquired from another source; (3) to detect data security incidents or protect against fraudulent or illegal activity; and (4) For the purposes enumerated in Cal. Civil Code section 1798.145, subdivisions (a)(1) through (a)(4).
5. Consumer Rights
5.1 Customer acknowledges it is responsible for complying with all notice, consent, opt out and privacy policy requirements, as well as for complying with all requests from individuals with respect to Customer Personal Information (including but not limited to access requests, requests to know, to delete, request to correct, and to opt out), as required by privacy law, including the CCPA/CPRA. Upon request, Genba will provide reasonable assistance as necessary to permit Customer to respond to such requests as required by applicable law.
5.2 Upon request, Genba shall provide commercially reasonable assistance to Customer as necessary to the fulfillment of Customer’s obligations to respond to consumer rights requests regarding Customer Personal Information as required by the CCPA/CPRA.
6. Security
6.1 Genba will implement and maintain reasonable security procedures and practices, appropriate to the nature of the information, to protect Customer Personal Information from unauthorized access, destruction, use, modification, or disclosure.
7. CCPA Exemption
7.1 Notwithstanding any provision to the contrary of the Agreement or this Addendum, the terms of this Addendum shall not apply to Genba’s processing of Customer Personal Information that is exempt from the CCPA, including under Cal. Civ. Code 1798.145(a).
