Last Updated: June 4th, 2017.
Terms of Use
Geokey, Inc. welcomes you to our website
and the applications and services available from us, through our website or
other platforms (the “Site” and the “Services”).
Your use of the Site and the Services are governed by these Terms of Use (these
“Terms”). Any time you browse the Site or use the Services in any
way, you agree to be bound by these Terms. If you don’t agree to these Terms,
do not use the Site or the Services.
Your use of the Services is also subject
to our Privacy Policy, which is located on the Site. We reserve the right to
modify these Terms at any time, with such changes becoming effective when we
post the modified Terms to the Site. We also reserve the right to make any
changes to the Site and Services in any manner and to deny or terminate your
access to the Site and Services, even if you have an Account, in our sole
discretion.
Each time you use the Site or the
Services, the then-current version of the Terms will apply. If you use the Site
or the Services after a modification of these Terms, you agree to be bound by
the Terms as modified.
These Terms contain important
information regarding your rights with respect to the Site and the Services,
including your relationship with us, and include an arbitration provision that
may limit your ability to pursue claims against us in court. Please read them
carefully and review them regularly.
1.
Eligibility.
If you are under 13 years old, you may
not use the Services. When you use the Services, you represent that you are (i)
at least the age of majority in the jurisdiction where you reside or (ii) if
you have not reached the age of majority in the jurisdiction where you reside,
that you have received permission to use the Services from your parent or legal
guardian.
You represent that any information you
submit to us when using the Services is accurate, truthful, and current. You
also represent that your use of the Services does not violate any applicable
law or regulation.
2.
Registration & Account.
Certain of the Services or portions of
the Site may require you to register for an account (“Account”),
becoming a “Registered User”. As part of the Account creation
process, you may be asked to provide a username and password unique to the
Account (“Login Information”). You are responsible for the
confidentiality and use of your Login Information and agree not to transfer or
disclose your Login Information to any third party other than an individual
with express authority to act on your behalf. If you suspect any unauthorized
use of your Account, you agree to notify us immediately. You are solely
responsible for any activities occurring under your Account. You have no
ownership right to your Account. If you are registering an Account on behalf
of an organization under an agreement between us and another organization, that
organization may have administrator rights to access your account and any
information provided under your Account.
3.
Permitted
Uses/License.
You are authorized to access the Site
for the sole purpose of viewing and using the Services on your computer or
device.
You may not decompile, disassemble,
rent, lease, loan, sell, sublicense, or create derivative works from the Site
or the Services. You may not use any robot, spider, or other automatic device
or manual process to monitor or copy the Site or its content without our prior
written permission. Your failure to abide by these conditions will immediately
terminate your right to access the Site or to use the Services and may violate
our intellectual property rights or the intellectual property rights of third
parties.
4.
Location-based
Services.
Some of the Services may require that
location functionality be enabled on the relevant device in order to work
properly. You acknowledge and agree that if location permissions and functionalities
are not enabled on the device with which you access the Services, the Services
may not work appropriately or at all. We will use any location information we
receive from you in accordance with our Privacy Policy.
5.
Third Party
Sites.
The Site may contain links to websites
we do not operate, control, or maintain (“Third Party Websites”).
We do not endorse any Third Party Websites, and we make no representation or
warranty in any respect regarding the Third Party Websites. Any links to Third
Party Websites on the Site are provided solely for your convenience. If you do
access any Third Party Websites, you do so at your own risk and waive any and
all claims against us regarding the Third Party Websites or our links thereto.
6.
User Content
Generally.
When you post content and information to
the Site or in connection with the Services (“User Content”), you
represent and warrant to us that (1) you own or have rights to use the User
Content, (2) the posting of the User Content does not violate any rights of any
person or entity, and (3) you have no agreement with or obligations to any
third party that would prohibit your use of the Site or Services in the manner
so used. You agree to pay all royalties, fees, and any other monies owing to
any person or entity by reason of any User Content posted by you to the Site or
through the Services.
By
posting User Content, you give us and our affiliates right to use and display
such User Content in such manner as is necessary to provide the Services to
you; provided that this right shall not give us any ownership or other rights
in the User Content.
7.
User Conduct.
You agree not to use the Site or the
Services to take any action or actions that (including with respect to any User
Content): (1) are patently offensive in any manner (as determined in our sole
discretion), (2) involve commercial activities without our prior written
consent, such as contests or sweepstakes, (3) are contrary to our public image,
goodwill, or reputation, (4) infringe on our or any third party’s intellectual
property rights, (5) violate any law or any third party’s legal rights, or (6)
“frame” or “mirror” any part of the Site without our prior written consent.
8.
Data.
You agree that we have the right to
collect and analyze data and other information relating to the provision, use
and performance of various aspects of the Site and Services, and related
systems (for example, anonymous and aggregated information concerning user
behavior and use of the Services), and we will be free (during and after the
term hereof) to (i) use such information and data to improve and enhance the Site
Services and for other development, diagnostic and corrective purposes in
connection with the Site and Services and other Company offerings, and (ii)
disclose such data solely in aggregate or other de-identified form in
connection with its business.
9.
Paid Services.
We may require Services
to be paid for on a recurring basis (“Subscription Services”) or on an as-used
basis (“A La Carte Services” and, together with the Subscription Services,
“Paid Services”). We have the right to change, delete, discontinue or impose
conditions on Paid Services or any feature or aspect of a Paid Service. Subscription
Services may subject you to recurring fees and/or terms. By signing up for a
Subscription Service, including after any free trial period, you agree to pay
us the subscription fee and any applicable taxes as set forth in your Account
settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte
Services may subject you to fees charged per usage and/or terms. By using an A
La Carte Service, you agree to pay the fees and any taxes incurred at the time
of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid
Service Fees”).
Paid Service Fees may
be paid by credit card, debit card, or other payment forms we may permit. If
you link a debit or credit card to your Account, you authorize us to collect
Paid Service Fees by debit from your linked debit card or charge to your linked
credit card. Regardless of payment device, we reserve the right to collect Paid
Service Fees by deduction from your transaction proceeds, the Balance (as
defined in the Payment Terms) in your Account or your linked bank account.
Unless otherwise
provided in a Subscription Service’s terms, Subscription Fees will be charged
on the 1st of every month until cancelled. You may cancel a Subscription
Service at any time from your Account settings. If you cancel a Subscription
Service, you will continue to have access to that Subscription Service through
the end of your then current billing period, but you will not be entitled to a
refund or credit for any Subscription Fee already due or paid. We reserve the
right to change our Subscription Fee upon thirty (30) days’ advance notice.
Your continued use of Subscription Services after notice of a change to our
Subscription Fee will constitute your agreement to such changes.
10.
Copyright
Infringement.
We
respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”)
provides a complaint procedure for copyright owners who believe that website
material infringes their rights under U.S. copyright law. If you believe that
your work has been improperly copied and posted on the website, please provide
us with the following information: (1) name, address, telephone number, email
address and an electronic or physical signature of the copyright owner or of
the person authorized to act on his/ her behalf; (2) a description of the
copyrighted work that you claim has been infringed; (3) a description of where
on the Site the material that you claim is infringing is located; (4) a written
statement that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law; and (5) a statement
by you, made under penalty of perjury, that the above information in your
notice is accurate and that you are the copyright owner or authorized to act on
the copyright owner’s behalf. These requirements must be followed to give
Company legally sufficient notice of infringement. Send copyright infringement
complaints to the following email address: feedback@geokeyaccess.com. We
suggest that you consult your legal advisor before filing a DMCA notice with
Company’s copyright agent. There can be penalties for false claims under the
DMCA.
11.
Warranty
Disclaimer.
You agree that the Services are
available on an “as is” basis, without any warranty, and that you use the
Services at your own risk. We disclaim, to the maximum extent permitted by law,
any and all warranties, whether express or implied, including, without
limitation, (a) warranties of merchantability or fitness for a particular
purpose, (b) warranties against infringement of any third party intellectual
property or proprietary rights, (c) warranties relating to delays,
interruptions, errors, or omissions in the Services or on the Site, (d)
warranties relating to the accuracy or correctness of data on the Services, and
(e) any other warranties otherwise relating to our performance, nonperformance,
or other acts or omissions.
We do not warrant that the Site or the
Services will operate error-free or that the Site is free of computer viruses
and/or other harmful materials. If your use of the Site or the Services results
in the need for servicing or replacing equipment or data, we are not
responsible for any such costs.
Some jurisdictions do not allow the
exclusion or limitation of certain categories of damages or implied warranties;
therefore, the above limitations may not apply to you. In such jurisdictions,
our liability is limited to the greatest extent permitted by law.
12.
Limitation of
Liability.
Any liability we have to you in
connection with these Terms, under any cause of action or theory, is strictly
limited to $100 per user, in aggregate for all violations. Without limiting the
previous sentence, in no event shall we or any of our affiliates be liable to
you for any indirect, special, incidental, consequential, punitive, or
exemplary damages arising out of or in connection with, these Terms. The
foregoing limitations apply whether the alleged liability is based on contract,
tort, negligence, strict liability, or any other basis, even if we or our
affiliates have been advised of the possibility of such damages.
You agree to indemnify and hold us
harmless for any breach of security or any compromise of your Account.
Some jurisdictions do not allow the
exclusion or limitation of incidental or consequential; therefore, the above
limitations may not apply to you. In such jurisdictions, our liability is
limited to the greatest extent permitted by law.
13.
Indemnification.
You agree to indemnify and hold harmless
us, our affiliates and our and their officers, directors, partners, agents, and
employees from and against any loss, liability, claim, or demand, including
reasonable attorneys’ fees (collectively, “Claims”), made by any
third party due to or arising out of your use of the Site and Services in
violation of these Terms, any breach of the representations and warranties you
make in these Terms, or your User Content. You agree to be solely responsible
for defending any Claims against or suffered by us, subject to our right to
participate with counsel of our own choosing.
14.
Electronic
Signatures and Notices.
Certain activities on the Services may
require you to make an electronic signature. You understand and accept that an
electronic signature has same legal rights and obligations as a physical
signature.
If you have an Account, you agree that
we may provide you any and all required notices electronically through your
Account or other electronic means. You agree that we are not responsible for
any delivery fees charged to you as a result of your receipt of our electronic
notices.
15.
Governing Law.
These Terms
are governed by Nebraska law, without giving effect to conflicts of law
principles. You agree that, to the extent applicable and expressly subject to
the Dispute Resolution provisions below, to submit to the exclusive
jurisdiction of the state and federal courts located in Lancaster County,
Nebraska in circumstances where these Terms permit litigation in court.
16.
Dispute Resolution.
Please read
this section carefully. It contains procedures for mandatory binding
arbitration and a class action waiver.
Notice Requirement and Informal Dispute
Resolution. Before
either we or you may seek arbitration, the party seeking arbitration must send
the other party a written Notice of Dispute (“Notice”)
describing the nature and basis of the claim or dispute and the requested
relief. A Notice
to us should be sent to: Geokey, Inc., 9420 Colby St., Lincoln, NE 68505. After
the Notice is received, you and we may attempt to resolve the claim or dispute
informally. If we do
not resolve the claim or dispute within thirty (30) days after the Notice is
received, either party may begin an arbitration proceeding. The
amount of any settlement offer made by any party may not be disclosed to the
arbitrator until after the arbitrator has determined the amount of the award,
if any, to which either party is entitled.
Arbitration Rules. Arbitration
shall be initiated through the American Arbitration Association (“AAA”),
an established alternative dispute resolution provider (“ADR Provider”)
that offers arbitration as set forth in this section. If AAA
is not available to arbitrate, the parties shall agree to select an alternative
ADR Provider. The
rules of the ADR Provider shall govern all aspects of the arbitration,
including but not limited to the method of initiating and/or demanding
arbitration, except to the extent such rules are in conflict with the Terms. The AAA
Consumer Arbitration Rules (“Arbitration Rules”) governing the
arbitration are available online at www.adr.org or by
calling the AAA at 1-800-778-7879. The
arbitration shall be conducted by a single, neutral arbitrator. Any
claims or disputes where the total amount of the award sought is less than Ten
Thousand U.S. Dollars (US $10,000.00) shall be resolved through binding
non-appearance-based arbitration. For
claims or disputes where the total amount of the award sought is Ten Thousand
U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined
by the Arbitration Rules. Any
hearing will be held in Lincoln, Nebraska, unless the parties agree otherwise.
Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction. Each
party shall bear its own costs (including attorney’s fees) and disbursements
arising out of the arbitration and shall pay an equal share of the fees and
costs of the ADR Provider.
Additional Rules for Non-Appearance Based
Arbitration. The
arbitration shall be conducted by telephone, online and/or based solely on
written submissions; the specific manner shall be chosen by the party
initiating the arbitration. The
arbitration shall not involve any personal appearance by the parties or
witnesses unless otherwise agreed by the parties.
Time Limits. If
either you or we pursue arbitration, the arbitration action must be initiated
and/or demanded within the statute of limitations (i.e., the legal deadline for
filing a claim) and within any deadline imposed under the AAA Rules for the
pertinent claim.
Authority of Arbitrator. If
arbitration is initiated, the arbitrator will decide the rights and
liabilities, if any, of the parties involved, and the dispute will not be
consolidated with any other matters or joined with any other cases or parties. The
arbitrator shall have the authority to grant motions dispositive of all or part
of any claim. The
arbitrator shall have the authority to award monetary damages, and to grant any
non-monetary remedy or relief available to an individual under applicable law,
the Arbitration Rules, and these Terms. The
arbitrator shall issue a written award and statement of decision describing the
essential findings and conclusions on which the award is based, including the
calculation of any damages awarded. The
arbitrator has the same authority to award relief on an individual basis that a
judge in a court of law would have. The
award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. THE
PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT
AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all
claims and disputes shall be resolved by arbitration under these terms. Arbitration
procedures are typically more limited, more efficient and less costly than
rules applicable in a court and are subject to very limited review by a court. In the
event any litigation should arise between you and us in any state or federal
court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND
WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be
resolved by a judge.
Waiver of Class or Consolidated Actions. ALL
CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 16MUST BE
ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND
CLAIMS OF MORE THAN ONE PLATFORM USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY
OR CONSOLIDATED WITH THOSE OF ANY OTHER PLATFORM USER.
Confidentiality. All
aspects of the arbitration proceeding, including but not limited to the award
of the arbitrator and compliance therewith, shall be strictly confidential. You
agree to maintain confidentiality unless otherwise required by law. This
paragraph shall not prevent a party from submitting to a court of law any
information necessary to enforce this Section 16, to enforce an arbitration
award, or to seek injunctive or equitable relief.
Severability. If any
part or parts of this Section 16 are
found under the law to be invalid or unenforceable by a court of competent
jurisdiction, then such specific part or parts shall be of no force and effect
and shall be severed and the remainder of the Agreement shall continue in full
force and effect.
Right to Waive. Any or
all of the rights and limitations set forth in this Section 16may be
waived by the party against whom the claim is asserted. Such
waiver shall not waive or affect any other portion of this Section 16.
Survival of Agreement. This
Section 16 will
survive the termination of your relationship with us.
Small Claims Court. Notwithstanding
the foregoing, either you or we may bring an individual action in small claims
court.
Emergency Equitable Relief. Notwithstanding
the foregoing, either party may seek emergency equitable relief before a state
or federal court in order to maintain the status quo pending arbitration. A
request for interim measures shall not be deemed a waiver of any other rights
or obligations under this Section 16.
Claims Not Subject to Arbitration. Notwithstanding
the foregoing, claims of defamation, violation of the Computer Fraud and Abuse
Act, and infringement or misappropriation of our patent, copyright, trademark
or trade secrets rights shall not be subject to this Section 16.
17.
Miscellaneous.
We may assign, transfer, delegate, or
otherwise hypothecate our rights under these Terms in our sole discretion. If
we fail to enforce a provision of these Terms, you agree that such a failure
does not constitute a waiver to enforce the provision (or any other provision
hereunder). If any provision of these Terms is held or made invalid, the
invalidity does not affect the remainder of these Terms. We reserve all rights
not expressly granted in these Terms and disclaim all implied licenses.