Terms of Service

Acceptance of these terms

These Terms of Service, together with the End User Licence Agreement they contain (the “Terms”), form a binding legal agreement between you and Genna. Read them carefully. They allocate rights, risks, and responsibilities, and they limit our liability.

The Terms govern your access to and use of the Genna websites, applications, APIs, and related services (the “Services”), operated by [Genna Tecnologia Ltda.] (Brazil) and [Genna Inc.] (United States) (“Genna”, “we”, “us”, “our”). By creating an account, clicking to accept, or accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Services.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” and “your” refer to that entity and its authorized users.

Please read carefully

Section 04 explains that you, not Genna, review, approve, and publish all content, and that Genna does not post to any connected platform without your consent. Sections 14 and 15 disclaim warranties and limit our liability. Section 19 governs disputes and, for United States users, requires individual arbitration and waives class actions. Nothing in these Terms waives mandatory consumer protections that apply to you, including under Brazil’s Consumer Defence Code (Law 8.078/1990) and applicable European Union consumer law.

Definitions

Services — The Genna platform and all related websites, applications, APIs, models, and features made available by Genna.

Account — Your registered access to the Services, including all users, seats, and workspaces you authorize.

Connected Platform — A third-party social network you authorize Genna to access through its official interfaces, such as Instagram, Facebook, TikTok, YouTube, or X.

Your Content — All text, images, video, audio, prompts, brand assets, instructions, and other materials that you or your authorized users submit to, create with, approve, schedule, or publish through the Services.

AI Output — Content or suggestions generated or edited by the Services’ artificial-intelligence features in response to your inputs. AI Output becomes part of Your Content when you adopt, approve, schedule, or publish it.

Publish — To make content available on a Connected Platform through the Services, whether immediately or at a scheduled time you set.

Subscription — A paid plan granting access to specified features for a billing period.

Eligibility & your account

• You must be at least 18 years old, or the age of majority where you reside, and legally able to form a binding contract.
• You must provide accurate, current, and complete registration information and keep it up to date.
• You are responsible for all activity that occurs under your Account, for maintaining the confidentiality of your credentials, and for enabling reasonable security measures such as strong authentication. Notify us without undue delay at privacy@genna.co of any suspected unauthorized access.
• You are responsible for each user you invite to your Account and for ensuring that they comply with these Terms. Acts and omissions of your authorized users are attributable to you.

How Genna works: you create, review, approve & publish

Genna is an assistive tool. It helps you plan, draft, generate, edit, organize, and schedule content, and it can prepare suggested replies and analytics. Genna is not the publisher of Your Content and does not exercise editorial control over it. As between you and Genna, you are the author, editor, and publisher of everything created or distributed through your Account.

You are always in control. The following principles govern every use of the Services and prevail over any contrary implication elsewhere:

• Human review and approval. Content is Published to a Connected Platform only after you have reviewed and approved it and instructed the Services to publish or schedule it. You decide what is Published, and when, where, and whether at all.
• No autonomous posting. Genna does not create and Publish content on its own initiative and does not post to any Connected Platform without your consent. Where you enable scheduling, queue, or auto-reply features, the Services act solely as a convenience that carries out your prior, specific instruction: they Publish only the content you approved, at the time you set, and any automated replies operate only within the rules and templates you configure and approve. You may edit, pause, or disable these features at any time.
• You act; Genna assists. When the Services perform an action on a Connected Platform, they do so as your agent, at your direction, and within the permissions you granted. That action is attributable to you as if you had performed it yourself.
• Your duty to review. You are solely responsible for reviewing all content, including AI Output and suggested replies, for accuracy, legality, clearance of third-party rights, brand suitability, and compliance with each Connected Platform’s rules, before you approve, schedule, or Publish it. Do not approve, schedule, or Publish content you have not reviewed.
• Assumption of risk. You understand that content, once Published, may be seen, copied, redistributed, and archived by others, and may be difficult or impossible to fully retract. You knowingly assume the risks of Publishing.

Because you retain final review, approval, and control over all content, and to the maximum extent permitted by applicable law, Genna is not responsible or liable for content you approve, schedule, or Publish, or for any consequences of Publishing it. Your mandatory rights as a consumer are not affected by this Section.

Licence to use Genna

Subject to your compliance with these Terms and payment of applicable fees, Genna grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business or personal purposes during your Subscription. All rights not expressly granted are reserved by Genna.

Restrictions

You will not, and will not permit or enable any third party to:

• copy, modify, translate, adapt, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying structure of the Services, except to the limited extent this restriction is prohibited by applicable law;
• resell, sublicense, rent, lease, distribute, or provide the Services to a third party except as your plan expressly permits;
• use the Services to build or train a competing product or service, or scrape, harvest, or extract data other than through features we provide for that purpose;
• circumvent or attempt to circumvent usage limits, security controls, authentication, or rate limits, or interfere with or disrupt the integrity or performance of the Services;
• remove, obscure, or alter any proprietary notice, or misrepresent your affiliation with Genna.

Plans, billing & cancellation

• Plans and fees. Available plans, features, and prices are described at sign-up or in your order. Fees are stated exclusive of taxes unless noted, and you are responsible for all applicable taxes, duties, and withholdings, except taxes on Genna’s net income.
• Payment. Payments are processed by our third-party payment provider (Stripe). You authorize us and our provider to charge your selected payment method for the plan you choose, including on renewal. You represent that you are authorized to use the payment method you provide.
• Automatic renewal. Subscriptions renew automatically for successive periods at the then-current price unless you cancel before the renewal date. We will give reasonable advance notice of any material price change before it takes effect for you.
• Cancellation. You may cancel at any time from your Account settings. Cancellation stops future renewals; access continues until the end of the period already paid.
• Refunds. Except where required by applicable law, including the right of withdrawal for distance contracts under Brazil’s Consumer Defence Code and applicable European Union withdrawal rights, fees are non-refundable and payments are non-cancellable for the current period. Your mandatory consumer rights continue to apply.
• Free trials and beta features. We may offer trials or beta features on an “as is” basis, and we may modify, limit, or withdraw them at any time.
• Late or failed payment. We may suspend or downgrade access for overdue amounts after reasonable notice, without waiving amounts owed.

Acceptable use

You are solely responsible for Your Content and your use of the Services. You will not use the Services to create, generate, schedule, Publish, or distribute content, or to take actions, that:

• are unlawful, fraudulent, deceptive, defamatory, harassing, threatening, hateful, or that incite violence or discrimination;
• infringe or misappropriate any intellectual property, privacy, publicity, image, moral, or contractual right;
• constitute spam, deceptive engagement, coordinated inauthentic behavior, artificial amplification, or purchased or fake interactions;
• contain or deliver malware, phishing, or attempts to gain unauthorized access to any system, account, or data;
• violate the terms, developer policies, or community rules of any Connected Platform, or any applicable law, sanction, or regulation;
• sexualize, endanger, or exploit minors in any way; or
• generate or disseminate illegal content or unlawful disinformation.

We may, but are not obligated to, review, refuse, remove, or limit content or activity that we reasonably believe violates these Terms or applicable law, or that creates risk or liability, as further described in Section 17. Our ability to do so does not make us the publisher of Your Content or shift to us your responsibility for it.

Social platform compliance

The Services connect to third-party social networks through their official interfaces to carry out the actions you request. When you connect an account and use the Services to Publish, message, or analyze on a platform, you must comply with that platform’s own terms, developer policies, and community guidelines, in addition to these Terms. You authorize Genna to take the actions you request on the Connected Platform, within the permissions you approve, and you represent and warrant that you own or are authorized to manage each account you connect and that your requested actions are permitted.

Your platform obligations

• Connect only accounts you own or are authorized to manage.
• Follow each platform’s automation, rate-limit, and authenticity rules; do not use the Services for spam, fake engagement, or prohibited automation.
• Provide and maintain all disclosures required for advertising, sponsorship, endorsements, and AI-assisted content, where a platform or applicable law requires them.
• Understand that platforms may change, throttle, suspend, or revoke API access at their discretion, which may limit, interrupt, or end related Services features through no fault of Genna, and that Genna is not responsible for platform acts, omissions, outages, or policy changes.

Platform terms that also govern your use of Genna

YouTube API Services

The Services’ YouTube features are built on YouTube API Services. Your use is subject to the YouTube Terms of Service and the Google Privacy Policy, and you may revoke Genna’s access to your Google account at any time through the Google security settings page.

Your content

You retain all ownership of Your Content. Genna does not claim ownership of the text, images, video, audio, or other materials you provide, create, approve, schedule, or Publish through the Services.

Solely to operate, provide, secure, and improve the Services and to carry out the actions you request, you grant Genna a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers acting on our behalf) licence to host, store, cache, reproduce, reformat, adapt for platform and technical requirements, and transmit Your Content. This licence exists only for so long and to the extent necessary for those purposes; it ends when you delete the relevant content or close your Account, except for content already Published to a Connected Platform, content you have shared with others, and copies retained in routine backups or as required by law.

Your representations and warranties

You represent and warrant that you own or have obtained all rights, licences, consents, and permissions necessary to submit, create, approve, schedule, and Publish Your Content and to grant the licence above; that Your Content and its Publication do not and will not infringe or violate any third-party right or any applicable law or Connected Platform rule; and that you have obtained any consent required from individuals who appear in or are identifiable from Your Content. You are solely responsible for Your Content.

AI output & your review

• Assistive, not authoritative. AI Output is generated automatically from your inputs and may be inaccurate, incomplete, outdated, biased, or unsuitable. It is a starting point that you must review and edit. You must not rely on AI Output as professional, legal, financial, medical, or other specialized advice.
• Your review is required. Consistent with Section 04, you are solely responsible for reviewing, correcting, and approving AI Output before it is used, scheduled, or Published. Genna is not responsible for AI Output that you approve or Publish.
• Ownership of output. As between you and Genna, and to the maximum extent permitted by applicable law, you own the AI Output generated from your inputs and may use it for your purposes, subject to these Terms and the rules of any Connected Platform. The legal status, ownership, and protectability of AI-assisted works vary by jurisdiction and are your responsibility to assess.
• Non-uniqueness. Other users may receive the same or similar AI Output from the same or similar inputs. AI Output is not guaranteed to be unique, novel, or non-infringing, and you are responsible for clearing rights before use.
• Disclosure and labeling. You are responsible for applying any AI-disclosure label or notice required by a Connected Platform or by applicable law to content you Publish.

Genna’s intellectual property

The Services, including all software, models, algorithms, designs, text, documentation, and the Genna names, logos, and marks, are owned by Genna or its licensors and are protected by intellectual property and other laws. Except for the limited licence in Section 05, these Terms grant you no right, title, or interest in the Services. If you provide feedback, ideas, or suggestions, you grant Genna a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit them without restriction or obligation to you.

Third-party services

The Services integrate with third parties, including Connected Platforms and our payment provider. Your use of those third-party services is governed by their own terms and privacy policies, and Genna is not responsible or liable for them, for their acts or omissions, or for changes they make to their APIs, availability, features, or policies, which may limit or interrupt related Services features.

Privacy & data protection

Our handling of personal information is described in the Genna Privacy Policy, which is incorporated into these Terms by reference. Where you use the Services to process personal information of your audience, followers, or customers, you act as the controller of that information and Genna acts as your processor and will process it on your documented instructions; a data processing addendum is available on request at privacy@genna.co. You are responsible for having a lawful basis for that processing and for the content you choose to Publish.

Disclaimers

To the maximum extent permitted by applicable law, the Services and all AI Output are provided “as is” and “as available”, with all faults and without warranties or conditions of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, Genna does not warrant that the Services will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Services or AI Output will meet your requirements or produce any particular result, reach, engagement, or business outcome; that AI Output will be accurate, original, or non-infringing; or that any Connected Platform will remain available or continue to permit the actions you request. You use the Services and AI Output at your own risk and are responsible for your reliance on them.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you, and your mandatory consumer rights are not affected.

Limitation of liability

To the maximum extent permitted by applicable law, and except for liabilities that cannot be excluded or limited by law:

• neither Genna nor its affiliates, officers, directors, employees, agents, or suppliers will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business, or anticipated savings, arising out of or relating to the Services, AI Output, Your Content, or these Terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and even if advised of the possibility of such damages;
• Genna’s total aggregate liability for all claims relating to the Services or these Terms in any twelve-month period will not exceed the greater of the amounts you actually paid to Genna for the Services in that period, or one hundred United States dollars (US$100).

These limitations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose. Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law. Mandatory consumer protections, including under Brazil’s Consumer Defence Code and applicable European Union consumer law, continue to apply, and where such law does not permit certain limitations, our liability is limited to the smallest extent permitted by that law.

Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Genna and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, actions, damages, losses, liabilities, and reasonable costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Your Content, including any content or AI Output you approve, schedule, or Publish; (b) your use of the Services; (c) your breach of these Terms or your representations and warranties; (d) your violation of any Connected Platform’s rules; or (e) your violation of any applicable law or third-party right. We may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you will cooperate with us. This Section does not apply to the extent a claim results from Genna’s own gross negligence or willful misconduct, and it does not limit your mandatory consumer rights.

Term, suspension & termination

• Term. These Terms apply for as long as you access or use the Services or maintain an Account.
• Your termination. You may stop using the Services and close your Account at any time.
• Our suspension or termination. We may suspend, limit, or terminate your access, in whole or in part, with notice appropriate to the circumstances, if you breach these Terms, fail to pay, create security, legal, or reputational risk, or if a Connected Platform, law, or authority requires it. Where the risk is imminent or serious, we may act immediately. Where practical and lawful, we will give notice and an opportunity to cure.
• Effect of termination. On termination, your licence ends and you should export Your Content beforehand; we may then delete or de-identify it as described in the Privacy Policy. Provisions that by their nature should survive, including Sections 04 and 09 to 20 and any content licences already granted for Published content, survive termination.

Changes to the Services & terms

We may add, modify, or discontinue features of the Services at any time. We may also update these Terms; when changes are material, we will update the “Last updated” date above and give reasonable notice by email or in-product before they take effect. If you do not agree to the updated Terms, you must stop using the Services before the effective date; your continued use after that date constitutes acceptance of the changes, subject to any consent that applicable law requires.

Governing law & disputes

If you are in Brazil

These Terms are governed by the laws of the Federative Republic of Brazil. Disputes will be resolved by the courts of the consumer’s domicile where consumer law applies, and otherwise by the courts of [São Paulo, SP]. Nothing here limits your rights under the Consumer Defence Code (Law 8.078/1990).

If you are in the United States

These Terms are governed by the laws of the State of [Delaware], without regard to conflict-of-law rules. Any dispute will be resolved by binding individual arbitration administered by a recognized arbitration body under its rules, seated in [Delaware], and you and Genna each waive the right to a jury trial and to participate in a class, collective, or representative action, to the maximum extent permitted by law. You may opt out of arbitration within 30 days of first accepting these Terms by emailing privacy@genna.co. Claims within the jurisdiction of a small-claims court, and requests for injunctive relief to protect intellectual property or confidential information, are excluded from arbitration.

If you are elsewhere

These Terms are governed by the laws of Brazil, without prejudice to any mandatory consumer protections and data-protection rights available to you in your country of residence, including under the GDPR and UK GDPR.

General terms

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Genna regarding the Services and supersede all prior or contemporaneous agreements and understandings on the subject.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of assets. These Terms bind and benefit permitted successors and assigns.
• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver, and no waiver is effective unless in writing.
• No third-party beneficiaries. Except as expressly stated, these Terms create no third-party beneficiary rights.
• Force majeure. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control.
• Relationship. The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship, except the limited agency you grant Genna to act on Connected Platforms at your direction.
• Notices. We may send notices to your Account email; you may contact us at the address below. Notices are deemed given when sent.
• Language. Where we provide a translation, the English version controls to the extent permitted by applicable law, except where local law, including Brazilian consumer law, requires the local-language version to prevail.

Contact

Contact — privacy@genna.co

Entities — [Genna Tecnologia Ltda.], [address], Brazil · [Genna Inc.], [address], United States