Geospago Terms And Conditions

This agreement ("Agreement") includes and incorporates these Terms and Conditions, any order form documenting the purchase of the Services (if any) ("Order Form") and the End User Software Agreement accompanying the download of any Geospago, Inc. ("Geospago") application and contains, among other things, warranty disclaimers, liability limitations and use limitations.

1. SERVICES AND SUPPORT

1.1 Subject to full compliance with the terms and conditions of this Agreement, Geospago will provide Customer and authorized end users that are employees or contractors of Customer ("End Users") with access to the Services through the internet and mobile devices. The Services are subject to modification from time to time at Geospago's sole discretion, for any purpose deemed appropriate by Geospago. Geospago will use reasonable efforts to give Customer prior written notice of any such modification.

1.2 Geospago will undertake commercially reasonable efforts to make the Services available. Notwithstanding the foregoing, Geospago reserves the right to suspend Customer's access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Geospago.

1.3 Subject to the terms hereof, Geospago will provide reasonable support to Customer for the Services from Monday through Friday during Geospago's normal business hours.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Access to the Services may require the Customer's End Users to install certain software applications. Customer agrees that it and each of its End Users shall be bound by any End-User Software Agreements that govern the installation and use of such client software applications. Customer may only permit End Users to access the Services after effectively binding such End Users to the End-User Software Agreements provided by Geospago for the benefit of Geospago.

2.2 Customer will not, and will not permit any person to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services ("Software") (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own use for the benefit of End Users; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws), intellectual property, consumer and child protection, obscenity or defamation). Specifically, but without limitation, Customer will comply with the notice, "opt out" and other provisions of the following California laws: California Business and Professions Code Sections 17538.4 and 17538.45.

2.3 Customer will cooperate with Geospago in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Geospago may reasonably request. Customer will also cooperate with Geospago in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.

2.4 Customer will designate an employee who will be responsible for all matters relating to use of the Services ("Primary Contact"). Customer may change the individual designated as Primary Contact at any time by providing written notice to Geospago.

2.5 Customer hereby agrees to indemnify and hold harmless Geospago against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Geospago has no obligation to monitor the content provided by Customer or Customer's use of the Services, Geospago may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.6 Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent.

3. CONFIDENTIALITY AND DATA

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Confidential Information" of the Disclosing Party).

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information, (i) to give access to such Proprietary information solely to those employees with a need to have access thereto, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Geospago may collect and use data with respect to, and report on the aggregate response rates, usage and other aggregate measures of the Services' performance and use.

3.3 Customer acknowledges that Geospago does not wish to receive any Confidential Information from Customer that is not necessary for Geospago to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Geospago may reasonably presume that any unrelated information received from Customer is not confidential or Confidential Information.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Except as expressly set forth herein, Geospago alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service and/or the Software, which are hereby assigned to Geospago. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Customer is hereby granted a non-exclusive, nontransferable, revocable right to use the Resulting Data for its internal analysis purposes only. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights.

4.2 Geospago will obtain and process content and data provided by or on behalf of Customer ("Content") only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights with respect to that Content. If Geospago receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a "Claim"), Geospago may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Geospago from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.

5. PAYMENT OF FEES

5.1 Customer will pay Geospago any applicable fees (the "Fees"). If Customer use of the Services exceeds the any agreed to service capacity at the rate set forth on order form for the Services, Customer will be invoiced immediately for the excess usage over the service capacity, at the rate set forth on order form for the Services, and Customer agrees to pay the additional fees without any right of set-off or deduction. To the extent applicable, Customer will pay Geospago for additional services, such as integration fees or other consulting fees. If not otherwise specified, all payments will be by credit card. If not otherwise specified, payments will be due within five (5) days of invoice. Accounts will be closed if payment is not received when due. Closed accounts will not be accessible until payment is received. If an account remains closed for more than 60 days it may be deleted from Geospago.

5.2 Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on Geospago's net income) unless Customer has provided Geospago with a valid exemption certificate.

6. TERMINATION

1.1 Subject to earlier termination as provided below, this Service Agreement is for the service term as specified in the order form for the Services.

1.2 In the event of any material breach of this Agreement, the Geospago may terminate Customer's and/or its End Users' access to the Services.

1.3 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

you may terminate your account by sending us an email notice of termination to support@geospago.com.

WITHOUT LIMITING GEOSPAGO'S OBLIGATIONS UNDER SECTION 1.2, THE SERVICES AND GEOSPAGO CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. GEOSPAGO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL GEOSPAGO BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF GEOSPAGO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF GEOSPAGO, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE THE FEES PAID TO GEOSPAGO HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. U.S. GOVERNMENT MATTERS

Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Geospago are "commercial items" and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

10. BLOCKING OF IP ADDRESSES

In order to protect the integrity of the Service, we reserve the right at any time in our sole discretion to block users on certain IP addresses from accessing our Site.

11. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Geospago's prior written consent. Geospago may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer. Both parties agree that this Agreement along with any written and signed Service Agreement relating to the provision of Services and the End User Software Agreement referred to in Section 2.1 are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Geospago in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Geospago will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Mateo County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Geospago. Geospago is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion.