Terms of Use

DATE: May 18, 2021

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES, SUCH AS YOUR GRANTS AND WAIVERS OF RIGHTS (INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION), THE LIMITATIONS OF OUR LIABILITY, YOUR INDEMNITY OF US, AND OUR ARBITRATION OF CERTAIN DISPUTES. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS OF USE, AS DESCRIBED BELOW.

INTRODUCTION AND OVERVIEW

Please carefully read these Terms of Use (these “Terms”), as they set forth a legally binding agreement between you (“you”, “your”) and GeoComply Solutions Inc. (“we”, “us”, “our”, and/or “GeoComply”), and govern your access and use of any website (including www.geocomply.com), application, software, or other online or offline service location that posts a link to these Terms (collectively, the “Services”). We offer the Services, including all information, tools, and services available herein to you, conditioned upon your acceptance of and strict adherence to these Terms.

BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS NOW OR IN THE FUTURE, THEN DO NOT ACCESS OR USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THESE TERMS, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF THE THEN-POSTED TERMS AND ADDITIONAL TERMS (DEFINED BELOW).

In some instances, both these Terms and separate terms, rules, guidelines, and terms of service or sale setting forth different or additional terms and/or conditions will apply to your use of the Services (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.

We control and operate the Services from the United States, and we make no representation that the Services are appropriate or available for use beyond the United States. Software related to or made available by the Services may be subject to United States export controls, and except as authorized by law, you agree and warrant not to export or re-export the software or other aspects of the Services to any county, or to any person, entity, or end-user subject to United States export controls or sanctions.

You may not use the Services unless you are at least thirteen (13) years old and the age of majority in the applicable jurisdiction.

PRIVACY POLICY

For information about our data protection practices, please read our privacy policy available at www.geocomply.com/privacy-policy/  (“Privacy Policy”). The Privacy Policy explains how we collect, use, and share your personal information, and how we protect the privacy and security of your personal information when you use the Services. You acknowledge that you have read and understood our privacy practices set forth privacy policy.

SERVICES AND CONTENT

Content

The Services contain: (i) materials and other items relating to GeoComply and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of GeoComply; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Services and the Content are the property of GeoComply or our licensors or certain other third parties, and is protected by United States and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

We reserve the right (but shall have no obligation) to screen, review, flag, filter, modify, refuse, or remove any or all Content. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services. We also do not endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will GeoComply be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated the Content. Any use or reliance on any Content made available via the Services or obtained by you through the Services is at your own risk.

Limited License

Subject to your strict compliance with these Terms and any applicable Additional Terms, we grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to access, enter, attend, download, display, view, use, consume, and/or otherwise exploit the Services and the Content in each case for your personal, non-commercial use only. This limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. To protect all parties’ intellectual property rights, any unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Services, if any. You acknowledge and agree that your use of the Services is at your sole risk and responsibility. We expressly reserve the right to remove and/or delete any data, files, and/or other information stored or used in connection with the Services for any reason.

Services Use Restrictions

You agree that you will not: (i) use the Services for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Content; (iii) engage in any activities through or in connection with the Services that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to GeoComply; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services by any means whatsoever or modify any Services source or object code or any software or other products, services, or processes accessible through any portion of the Services; (v) engage in any activity that interferes with a user’s access to the Services or the proper operation of the Services, or otherwise causes harm to the Services, GeoComply, or other users of the Services; (vi) interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, the Content, or the Submissions (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Services, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Services, other computer systems or networks connected to the Services, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.

Content Use Restrictions

You also agree that, in using the Services, you will: (i) not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Services by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) not frame or utilize framing techniques to enclose any the Content (including any images, text, or page layout); (iii) keep intact all trademark, copyright, and other intellectual property and other notices contained in the Content; (iv) not use the Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) not make any modifications to the Content (other than to the extent of your specifically permitted use); (vi) not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any Third-Party Services, or otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms, or with the prior written consent of an officer of GeoComply or, in the case of the Content from a licensor or owner of the Content; and (vii) not insert any code or product to manipulate the Content in any way that adversely affects any user experience or the Services.

Internet Connectivity Charges

Internet connectivity is required to access the Services. Any access fees or charges applicable to your internet connectivity are solely your responsibility. Certain internet service providers, including wireless carriers, may charge fees for data connections based on the total amount of data you access. We are in no way responsible for the fees charged by or policies of internet service providers or others with whom you contract for such internet connectivity.

Availability

We reserve the right to refuse access to the Services and/or Content to anyone for any reason at any time. We may suspend or terminate the availability of the Services and Content, in whole or in part, to you or in general for any reason, in our sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Services, or upon notice from us, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Services and Content.

Reservation of Rights

All rights not expressly granted to you are reserved by GeoComply and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Services for any purpose is prohibited.

Third-Party Services

We are not responsible for third parties or their content, advertisement(s), apps or websites (“Third-Party Services”). For instance, portions of the Services may be integrated into or linked to third-party sites, platforms and apps that we do not control. Similarly, we may make ads and third-party content or services, which we also may not control, available to you on or via our Services. This may include the ability to register or sign into our Services using third-party tools, post content on third-party sites and services using their plug-ins made available on our Services, and use the Services to verify and communicate information about you or your devices to Third-Party Services. Use caution when dealing with third parties and consult their terms of use and privacy policies. We take no responsibility for Third-Party Services or the inability or failure to integrate or interoperate with any Third-Party Services, and will not be liable for any damages caused by your use or reliance on Third-Party Services or the inability or failure of the Services to integrate or interoperate with any Third-Party Services. If you are accessing or using the Services through Apple, Android, or any other mobile operating system platform, these are Third-Party Services. If you access our apps via Apple, see below for Additional Terms that are applicable to you and are incorporated into the Terms of Use by this reference.

Pricing

All prices and availability of third party products or services are subject to change without notice. We make every effort to provide you the most accurate information on pricing and availability. Further, some products or services may be incorrectly priced or incorrectly described.

SUBMISSIONS; INTERACTIVE COMMUNITY

Submissions

If you submit certain specific submissions or creative ideas, suggestions, proposals, plans, user content, comments, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Submissions”), you grant us (and you represent that you have the rights to grant) a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable, and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, distributors, and other end users), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name, image, likeness, picture, avatar, social media handle, biographical information, or other indicia, in connection with your Submissions. Except as set forth in our Privacy Policy or any Additional Terms, your Submissions will be treated as non-confidential and non-proprietary. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.

You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted herein. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions. You waive any and all rights and claims in connection with our consideration, use, or development of any product, content, or other materials similar or identical to your Submission now or in the future.

Each time you submit any Submissions, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside, or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any Submissions you submit, and that, as to that Submissions: (A) you are the sole author and owner of the intellectual property and other rights to the Submissions, or you have a lawful right to submit the Submissions and grant GeoComply the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any GeoComply obligation to obtain consent of any third-party and without creating any obligation or liability of GeoComply; (B) the Submissions are accurate; (C) the Submissions do not and, as to GeoComply’s permitted uses and exploitation set forth in these Terms and any Additional Terms, will not infringe any intellectual property or other right of any third-party; and (D) the Submissions will not violate these Terms of User or any applicable Additional Terms, or cause injury or harm to any person.

We take no responsibility and assume no liability for any Submissions provided by you or any third-party.

Interactive Community Rules

Some aspects of the Services may enable you to communicate with other users and post information and other material, including your own Submissions, via an interactive community (the “Interactive Community”). You are using Interactive Community services if, for example, you view or participate in the Interactive Community, post a review, create a list, create a profile, submit any Submissions, or otherwise participate in any interactive feature.

Your use of the Interactive Community is subject to these Terms and any applicable Additional Terms, as well as the following:

  1. You may use the Interactive Community only for lawful purposes and in accordance with these Terms. If you are using our Interactive Community, and post, publish or communicate any Submissions on or through the Interactive Community, please choose carefully the information that you post and/or provide to other users.
  2. You may not post on or transmit through the Services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule or regulation of the laws applicable to you or applicable in the country in which the material is posted. We reserve the right, in our sole discretion, to reject, refuse to post or remove any posting or other Submissions (including private messages) from you, or to deny, restrict, suspend or terminate access to all or any part of the Interactive Community at any time, for any or no reason, without prior notice or explanation and without liability.
  3. You may not post Submissions that: (A) involves the transmission of “junk mail”, “chain letters” or unsolicited mass mailing, instant messaging, “spimming” or “spamming”; (B) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); (C) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (D) involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising or pyramid schemes; (E) includes a photograph or video of another person that you have posted without that person’s consent; (F) circumvents or modifies, or attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Services; (G) involves the use of viruses, bots, worms or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise may permit the unauthorized use of or access to a computer or a computer network; (H) covers or obscures the banner advertisements on your personal profile page; (I) involves any automated use of the Services, such as using scripts to add friends or send comments or messages; (J) interferes with, disrupts or creates an undue burden on the Services or the networks or services connected to the Interactive Community; (K) impersonates or attempts to impersonate another Interactive Community user, person or entity; (L) uses the account, username or password of another Interactive Community user at any time or discloses your password to any third party or permits any third party to access your account; (M) sells or otherwise transfers your profile; or (N) uses any information obtained from the Services or Interactive Community in order to harass, abuse or harm another person or entity, or attempts to do the same.
  4. We reserve the right, in our sole discretion, to remove your profile and/or deny, restrict, suspend or terminate your access to all or any part of the Interactive Community for any reason.
  5. If you become aware of misuse of the Interactive Community, including any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, material that encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any applicable law, please contact us. Notwithstanding the foregoing and to the maximum extent permitted by applicable law, we assume no responsibility for ongoing monitoring of the Interactive Community or for removal or editing of any Submissions, even after receiving notice. We assume no liability for any action or inaction with respect to conduct, communication or Submissions within the Interactive Community. You are solely responsible for all activities that occur within the Interactive Community. Numerous informational and commercial resources (such as computer hardware, software or filtering services) are available to help parents keep their children safe online. If you are interested in learning more about these resources, information is available at many sites providing information on such protections. We do not specifically sponsor or endorse any of these sites or their services.
  6. Interactive Community users may upload to or otherwise submit to us for distribution on the Interactive Community and the Services: (A) Submissions that is not subject to any copyright or other proprietary rights restrictions; or (B) Submissions that the owner or licensor of any relevant rights has given express authorization for us to distribute over the Internet. You may not upload, embed, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Any copyrighted or other proprietary Submissions distributed with the consent of a copyright owner should contain a phrase such as “Copyright, owned by [name of owner]; used by permission”. We are entitled to presume that all Submissions conforms to the foregoing requirements. The unauthorized submission of copyrighted or other proprietary Submissions is illegal and could subject the user to personal liability for damages in a civil suit as well as criminal prosecution. Interactive Community users assume all liability for any damage resulting from any infringement of copyright or proprietary rights, or for any other harm arising from an unauthorized submission or submission of Submissions. We assume no liability for any damage resulting from any infringement of copyright or proprietary rights, or from any other harm arising from any Submissions.

WIRELESS; MESSAGING; LOCATION-BASED FEATURES

Wireless Features

The Services may offer certain features and services via your wireless device (“Device”). Features and services may include the ability to access the Service’s features, upload content to the Services, receive messages from the Services, and download applications to your Device (collectively, “Wireless Features”). You are responsible for standard messaging, data, and other fees that may be charged or deducted by your carrier to participate in Wireless Features. Your carrier may prohibit or restrict certain Wireless Features or certain Wireless Features may be incompatible with your carrier or Device. Contract your carrier with questions regarding these issues.

Terms of Wireless Features

You agree to receive communications we may send through Wireless Features for which you are registered. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify GeoComply of any changes to your wireless contact information (including phone number) and update your accounts on the Services to reflect the changes. If the Service includes push notifications or other mobile communication capability, you hereby approve our delivery of electronic communications directly to your mobile Device. These notifications, including badge, alert or pop-up messages, may be delivered to your Device even when it is running in the background. You may have the ability, and it is your responsibility, to control the notifications you do, or do not, receive via your Device through your Device settings. Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. Contact your carrier with questions regarding these issues.

Messages

  1. Text Messages: You may be given opportunities to subscribe to various text marketing or other text messaging programs and by doing so, you consent to receive ongoing text alerts (including by auto-dialers) from us related to our various businesses and affiliates, which may include co-promotions with or about other parties, except that if the scope of your consent for a particular subscription is limited that subscription will be so limited. For each subscription, text “HELP” for help and text “STOP” to terminate (i.e., opt-out) of that subscription. Subsequent or different subscriptions will be unaffected by an opt-out. You consent to receive a text confirming any opt-out as well as non-marketing administrative or transactional messages. For subscriptions to recurring text messages, you may receive up to the number of text messages per month specified in your consent, or to which you later consent. Alerts auto-renew unless otherwise specified when you consented. Your consent to receive text messages is not a condition of purchase, and no purchase is necessary. You understand that we will send mobile text messages using automated technology. If you subscribe to text messages you represent that you are 18 years of age or older, or have obtained parental consent. Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Contact your carrier for details. If we are charging a premium rate for text messages, that will be explained in the applicable subscription consent. Not all phones and/or carriers are supported. We are the sponsor of our text messages and may be contacted regarding them at privacy@geocomply.com.
  2. Email Messages: You may cancel or modify our email marketing communications you receive from us by following the instructions contained within our promotional emails. This will not affect subsequent subscriptions and if your opt-out is limited to certain types of emails the opt-out will be so limited. Please note that we reserve the right to send you certain communications relating to your account or use of our Services, such as administrative and service announcements and these transactional account messages may be unaffected if you choose to opt-out from receiving our marketing communications.

Location-Based Features

Because the purpose of the Services is to verify your location for legal and regulatory reasons, location-based features must be enabled in order for the Services to operate properly. You may receive a prompt or instructions on your Device if you have not properly enabled location-based features or if you require additional information to properly utilize the Services. If GPS, geo-location or other location-based features are enabled on your Device, you acknowledge that your Device location and other information may be tracked and may be shared with others as described in the Privacy Policy. Some Devices and platforms may allow disabling location-based features or managing such preferences; though, you will not be able to use the Services without having those features enabled. You can terminate Device location tracking on a mobile application by uninstalling the application. The location-based services that may be offered in connection with the Services are for individual use only and should not be used or relied on in any situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or physical or property damage. Use location-based services at your own risk as location data may not be accurate.

ACCOUNTS

Certain features of the Services may require you to create an account and become a registered user. It is important that you provide us with accurate, complete, and up-to-date information for your account and you agree to update such information, as needed, to keep it accurate, complete and up to date. If you do not, we may suspend or terminate your account. We reserve the right to initiate forfeiture of any username for any reason or to disable any log-on ID, at any time, if in our opinion you fail to comply with any of the provisions of these Terms or if any details provided are proved or suspected to be false.

You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account, whether or not you are aware of them. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) with your account. We are not liable for any loss or damage arising from your failure to comply with the above requirements. If your account is hacked or any third parties use your account, you should immediately notify us and follow our instructions. We may restrict usage, terminate, and/or delete any account at any time in our sole discretion.

You agree to provide current, complete, and accurate purchase and account information for all purchases made using our Services. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

ADVERTISEMENTS

The Services may include advertisements, which may be targeted to the Content on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for us granting you access to and use of the Services, you agree that GeoComply and its affiliates, third party providers, and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others, unless otherwise provided. Please review our Privacy Policy for further information regarding advertising and your choices.

PROMOTIONS

Any GeoComply-sponsored sweepstakes, contests, or other promotions will be governed by a separate set of rules or terms and conditions. However, for certain promotions the following general rules in this paragraph apply absent any supplemental official rules or conditions or any contrary terms in the supplemental official rules or conditions for the promotion. Your promotion entry shall be considered a Submission and is subject to all provisions of these Terms. We may disqualify entries that are late, misdirected, incomplete, corrupted, lost, illegible, or invalid. Use of automated entries, votes, or other programs is prohibited and all such entries (or votes) will be disqualified. We reserve the right to modify, suspend, cancel, or terminate a promotion, extend and/or resume the entry period, or disqualify any participant or entry, at any time, for any or no reason, without giving advance notice. We may do so in the event that we cannot guarantee the promotion will be carried out fairly or correctly for technical, legal, or other reasons, or if we suspect that any person has manipulated entries or results, provided false information, or acted unethically. If we cancel or terminate a promotion, prizes may be awarded as provided in that promotion’s official rules. The Services may contain certain contest or sweepstakes-based mechanisms that are not available in all jurisdictions.

CUSTOMER SUPPORT

Contact us here for questions about your use of the Services and/or these Terms: privacy@geocomply.com. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend, or clarify information on the Services, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Services or on any related website, should be taken to indicate that all information on the Services or on any related website has been modified or updated.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISKTO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. Therefore, to the fullest extent permissible by law, GeoComply and its direct and indirect parents, subsidiaries, affiliates and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “GeoComply Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, the Services (including Third-Party Services, Content and Submissions), including without limitation:

  1. the functions, features, or any other elements on, or made accessible through, the Services;
  2. any Content, products, services, or instructions offered, referenced, or linked through the Service;
  3. security associated with your account, Submissions, or other data or information;
  4. whether the Services or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
  5. whether the information (including any instructions) on the Services is accurate, complete, correct, adequate, useful, timely, or reliable;
  6. whether any defects to or errors on the Services will be repaired or corrected;
  7. whether the Services will be compatible with any other specific hardware, software or service;
  8. whether your access to the Services will be uninterrupted;
  9. whether the Services will be available at any particular time or location; and
  10. whether your use of the Services is lawful or available in any particular jurisdiction.

 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A WONDERY PARTY, WONDERY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM ANY COMPUTER VIRUS.

LIMITATIONS OF OUR LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY WONDERY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to the Services (including the Content and the Submissions), including without limitation:

  1. your use of or inability to use the Services, or the performance of the Services;
  2. any action taken in connection with an investigation by GeoComply Parties or law enforcement authorities regarding your access to or use of the Services;
  3. any action taken in connection with copyright or other intellectual property owners or other rights owners;
  4. any errors or omissions in the Services’ technical operation or security or any compromise or loss of your user-generated content or other data or information; or
  5. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

 

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if GeoComply Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).  Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of damages.  If these laws apply to you, some or all of the disclaimers, exclusions, or limitations set forth herein may not apply to you.  Nothing in these terms shall affect any non-waivable statutory rights that apply to you.

 

EXCEPT AS MAY BE PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE GEOCOMPLY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID GEOCOMPLY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

 

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless GeoComply, our parent, affiliate, and subsidiary entities, and each of our and their respective partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your (i) your breach or alleged breach of these Terms; (ii) your Submissions; (iii) your misuse of the Services and/or the Content; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (vi) your use of a third-party product, service, and/or website; or (vii) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

TERMINATION

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use the Services, or when you cease using the Services.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate these Terms at any time without notice; and/or accordingly may deny you access to the Services.

The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Services (or any part thereof), including the rights and licenses you grant to GeoComply in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

GOVERNING LAW

These Terms and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the state of Nevada without reference to its conflicts of laws principles.

ARBITRATION AND DISPUTE RESOLUTION TERMS

PLEASE READ THIS ARBITRATION AND DISPUTE RESOLUTION TERMS SECTION (“DISPUTE SECTION”) CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.  IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

  1. Forum Selection/Jurisdiction. Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Service, the Content, your UGC, these Terms, any applicable Additional Terms, or our Privacy Policy, (collectively, “Dispute”) shall be in Las Vegas, Nevada. Each party submits to personal jurisdiction and venue Las Vegas, Nevada, for any and all purposes.
  2. Pre-Arbitration Notification. GeoComply and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that GeoComply need not do so in circumstances where its claims of Intellectual Property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”). The party making a claim – whether you or GeoComply – shall send a letter to the other side briefly summarizing the claim and the request for relief. If GeoComply is making a claim, the letter shall be sent, via email, to the email address listed in your GeoComply account, if applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Disputes Section.  If you are making a claim, the letter shall be sent to GeoComply, Attn: General Counsel, 8329 West Sunset Road, Suite 280, Las Vegas NV 89113 U.S.A. If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Disputes Section. Either you or GeoComply, however, may seek provisional remedies (such as preliminary injunctive relief, subject to subsection D in this Disputes Section) before the expiration of this sixty (60)-day period.
  3. Arbitration of Claims. Unless you give us notice of opt-out within thirty (30) business days of your first use of the Service, addressed to: GeoComply, Attn: General Counsel, 8329 West Sunset Road, Suite 280, Las Vegas NV 89113 U.S.A.  or privacy@geocomply.com, all  actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Las Vegas, Nevada, before a single arbitrator. If the matter in dispute is between GeoComply and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS.  We may have the right to pay the JAMS fees if required for arbitration to be enforceable.  The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers.  The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based.  Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms waiving or limiting that relief) in a court of competent jurisdiction in Las Vegas, Nevada, or, if sought by GeoComply, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the Eighth Judicial District Court in Clark County, Nevada or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award.
  4. Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, UGC, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY GEOCOMPLY PARTY (DEFINED BELOW) (INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY GEOCOMPLY PARTY.
  5. Governing Law. These Terms and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against GeoComply or by GeoComply against you pursuant to this Disputes Section, or otherwise related to the Service, Content, GeoComply Licensed Elements, UGC or other GeoComply products or services, will be governed by, construed, and resolved in accordance with, the laws of the state of Nevada, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction, unless the applicable laws of your jurisdiction of residence require that the laws of such jurisdiction govern, in which case the laws of such jurisdiction are to govern.   This Disputes Section shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and GeoComply agree that we intend that this Disputes Section satisfies the “writing” requirement of the Federal Arbitration Act.  This Disputes Section can only be amended by mutual agreement.  Either party may seek enforcement of this Disputes Section in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim.
  6. Class Action Waiver. As permitted by applicable law, both you and GeoComply waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Disputes Section is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.
  7. Jury Waiver. AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
  8. Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to subsection F of this Disputes Section.
  9. The provisions of this Disputes Section shall supersede any inconsistent provisions of any prior agreement between the parties. This Section 8 shall remain in full force and effect notwithstanding any termination of your use of the Service or these Terms.

Investigations

We reserve the right to investigate and prosecute any suspected breaches of these Terms or the Services, or of the security of the Services. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request or as otherwise set forth in our Privacy Policy.

WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY GEOCOMPLY OR A LICENSOR OF GEOCOMPLY.

CHANGES TO TERMS AND TO THE SERVICES

You can review the most current version of the Terms on the Services.

We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our website (which constitutes notice to you). It is your responsibility to check the Services periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

We may provide patches, updates, or upgrades to the Services that, in some instances, must be installed for you to continue to use the Services. Although we will use commercially reasonable efforts to notify you, we may update the Services remotely without notifying you, and you hereby consent to us applying patches, updates, and upgrades. You acknowledge that your use of the Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Services, including but not limited to (where applicable) any rewards, or Content (save for where it is your own Submissions). You also acknowledge that any data, customization, or other data related to your use of the Services may cease to be available to you at any time without notice from us, including without limitation after a patch, update, or upgrade is applied by us. We do not have any maintenance or support obligations with respect to the Services.

SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

ENTIRE AGREEMENT

These Terms and any Additional Terms constitute the entire agreement and understanding between you and us and govern your use of the Services and Content, and supersede any prior or contemporaneous agreements, representations, warranties, assurances, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).

Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

ASSIGNMENT

You shall not, without our prior written consent, assign, transfer, charge, or sub-contract all or any of your rights or obligations under these Terms, and any attempt without that consent will be null and void. If such restrictions on transfer under these Terms are not enforceable under the law of your country, then these Terms will be binding on any such recipient. We may at any time assign, transfer, charge, or sub-contract all or any of our rights or obligations under these Terms.

CALIFORNIA RESIDENTS

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.

ADDITIONAL TERMS FOR APP STORE APPS

If you accessed or downloaded the Services from any app store or distribution platform (e.g., Apple App Store or Google Play Store) (each, an “App Provider”), then you acknowledge and agree that:

  • These Terms are between you and GeoComply, and not with the App Provider; between GeoComply and the App Provider, GeoComply is solely responsible for the Services.
  • It is not the App Provider’s responsibility to provide any maintenance or support services for the Services.
  • If the Services fail to conform to any applicable warranty, you may notify the App Provider and the App Provider may refund the purchase price for the Services to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Services. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the applicable Services to conform to any warranty will be the sole responsibility of GeoComply.
  • The App Provider is not responsible for addressing any of your claims or any third party’s claims relating to the Services or your possession and use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • If there is a third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, GeoComply will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.
  • The App Provider and its subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the Services. Upon your acceptance of these Terms, the App Provider will have the right (and will be viewed to have accepted the right) to enforce these Terms as related to your license of the Services against you as a third party beneficiary of these Terms.
  • You must also comply with all applicable third-party terms of service when using the Services.
  • You agree to comply with all United States and foreign export laws and regulations to ensure that the Services, any technical data related the Services, and/or any direct product from your use of the Services is exported or re-exported directly or indirectly in a way that violates those laws and regulations. By using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties.
  • If you accessed or downloaded the Services from the Apple App Store, then you also agree to use the Services only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” stated in the Apple Store Terms of Service.