Important: These Terms of Use apply to our Self-Serve products (Pay-as-you-go, Self-Serve Unlimited). If you are interested in an Enterprise product, please contact us.
These Terms of Service constitute an agreement ("Agreement") by and between Dotsquare LLC, dba Geocodio, with a place of business at 440 Monticello Ave Ste 1802 #43146 Norfolk, Virginia 23510 ("Vendor"), and the customer ("Customer"). This Agreement is effective as of the Customer's account creation date (the "Effective Date"). Customer's use of and Vendor's provision of Vendor's System (as defined below in Section 1.4) are governed by this Agreement. Vendor and Customer are at times referred to herein individually as a "party" and together as the "parties."
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON CREATING AN ACCOUNT HAS BEEN AUTHORIZED TO DO SO. THE PERSON CREATING AN ACCOUNT AGREEMENT ON CUSTOMER'S BEHALF REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND CUSTOMER OR CUSTOMER'S ORGANIZATION TO THESE TERMS AND CONDITIONS.
The following capitalized terms shall have the following meanings whenever used in this Agreement.
1.1. "Customer Data" means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer's Users.
1.2. "Documentation" means Vendor's standard user manual related to use of the System, as updated from time to time, as well as other technical specifications materials available on Vendor's website at https://www.geocod.io/docs/.
1.3. "Privacy Policy" means Vendor's privacy policy, as updated from time to time, and currently posted on Vendor's website at https://www.geocod.io/gdpr/.
1.4. "System" means Vendor's Geocodio platform, which, as of the Effective Date, is designed to perform the Functions more fully described in Section 3.
1.5. "User" means any individual who uses the System on Customer's behalf or through Customer's account or passwords, whether authorized or not.
1.6. "Data Updates" means new versions, updates, or upgrades of the System, the software used to provide the System, and/or data appends.
1.7. "Data Sources" refers to the underlying data sources that Geocodio uses as part of its geocoding engine. An up-to-date list of the Data Sources can be found at https://www.geocod.io/data-sources/.
1.8. "Data Retention Policy" refers to the Vendor's data retention policy, available at https://www.geocod.io/data-retention-policy/.
For Customers subscribed to Vendor's Pay-As-You-Go ("PAYG Plan"), only, the following plan-specific provisions shall apply to supplement (but not replace) the other terms of this Agreement.
Vendor shall provide Customer with a limited, non-exclusive, non-transferrable, and non-sublicensable license to access and use the System, hosted by the Vendor. This license shall be limited to Customer, its employees, agents, and legal representatives, only.
Customer may use the System without charge and without providing a payment method provided that Customer's use does not exceed 2,500 daily lookups ("Free Use Limit") at any time. Customer shall be required to provide a payment method for billing before being permitted to exceed the Free Use Limit. Vendor reserves the right to modify the Free Use Limit at any time in its sole discretion.
All usage of the System in excess of the Free Use Limit shall require a payment method be placed on file with Vendor, which will be charged on the 1st day of each month for all use during the prior month in excess of the Free Use Limit in accordance with the PAYG Plan rate(s) stated on the Vendor's pricing page ("PAYG Plan Rate").
All PAYG Plan credits purchased in advance by Customer ("Credits") are non-transferrable, non-refundable, and do not expire. Once Credits are fully utilized, Customer shall be billed for all usage in excess of the Free Use Limit in accordance with the PAYG Plan Rate. Customer may also request via the Vendor's website to have its usage automatically capped at the Free Use Limit. In the event of Customer-initiated account termination, all remaining credits shall be forfeited and there will be no refund. Once purchased, credits have no cash value and cannot be used as legal tender.
Customer may also elect to have their PAYG Plan Credits automatically replenished. In such case, Customer grants Vendor the right to automatically charge their credit card or issue an invoice for Credit Replenishments. Credit replenishment can be adjusted or turned off on the Vendor's dashboard.
Vendor reserves the unilateral right to increase the PAYG Plan Rate and any associated discounts from time to time by providing advance notice on their website.
There are no refunds. By adding a credit card to their account, Customer agrees that they have tested the System under the Free Use Limit and determined that it is suitable for their needs. Vendor may, in its sole discretion and on a case-by-case basis, issue balance credits in response to a written request by Customer in exceptional circumstances.
Amounts due under this Agreement are payable to Vendor without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source.
The term of this Agreement ("Term") shall begin on the date of sign-up and end on the earlier of (i) the date terminated by either party as permitted hereunder, or (ii) the date, if any, that Customer upgrades to an Unlimited Plan. Customer may terminate the Agreement at any time by providing written notice or by deleting Customer's account on the System; provided that Customer shall be responsible for all charges incurred as a result of their use in excess of the Free Use Limit up to and including the date of termination.
A standard rate limit of 1,000 requests per second shall be imposed on all PAYG Plan accounts. Vendor reserves the right to modify, from time to time, its PAYG Plan rate limits on Customer's access to and use of the System to ensure System stability, maintain fair usage, and prevent abuse. Such rate limits may be applied in circumstances where (i) the Customer's usage significantly exceeds normal operational thresholds, (ii) the usage creates undue strain on system resources, (iii) there is suspected automated, excessive, or malicious activity, or (iv) it is necessary to comply with applicable laws, regulations, or Vendor's security protocols. Vendor will provide Customer with notice of any modification to the rate limits applied, where practicable.
For Customers subscribed to Vendor's monthly or annual plans ("Unlimited Plan"), only, the following plan-specific provisions shall apply to supplement (but not replace) the other terms of this Agreement.
Vendor shall provide Customer with a limited, non-exclusive, non-transferrable, and non-sublicensable license for and technological access to one (1) dedicated instance of the System, hosted by the Vendor. This license shall be limited to Customer, its employees, agents, and legal representatives, only.
The term "Unlimited" shall be understood to mean "not rate limited," however Customer understands that the Functions and Customer's use of the System are limited, in part, by the capability of the resources dedicated to Customer's use. Customer understands that System throughput may depend on multiple factors, and Vendor recommends an optimal processing level of 4.8M lookups per day, or 200,000 per hour, when optimized according to the Documentation. Customer understands this processing level is dependent on the complexity of the submitted lookups. Customer understands that processing speeds may be sub-optimal beyond this level.
If Customer desires greater System capacity, Vendor may provide additional dedicated instances of the System ("Additional Capacity") for an additional fee.
Subscriptions to Vendor's "Annual Unlimited Plan" offering ("Annual Plan") will be charged in accordance with the rate stated on the Vendor's pricing page ("Annual Plan Rate") on an annual basis, beginning on the date of signup.
Subscriptions to Vendor's unlimited "Monthly Unlimited Plan" offering ("Monthly Plan") will be charged in accordance with the rate stated on the Vendor's pricing page ("Monthly Plan Rate") on a monthly basis, beginning on the date of signup.
Vendor may, at its sole discretion, issue a one-time refund if Customer makes a written request within seven (7) days of the relevant charge. Otherwise, and in response to any further requests, Vendor will issue balance credits at its sole discretion only.
Amounts due under this Agreement are payable to Vendor without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source.
The term of this Agreement ("Term") shall begin on the date of upgrade and:
For Annual Plan Customers, the "Initial Term" will be twelve months and will renew automatically for successive twelve (12) month periods (each a "Renewal Term"), unless either party refuses such renewal by election on the Vendor's dashboard or via email notice at least one (1) day prior to the end of the then-current Term. As used herein, the Initial Term and any Renewal Term(s) are, collectively and in the aggregate, referred to as the "Term." Vendor reserves the unilateral right to increase the Annual Plan Rate for the next Renewal Term by providing written notice at least sixty (60) days in advance of such Renewal Term.
For Monthly Plan Customers, the "Initial Term" shall be one (1) month, and will renew automatically for successive one (1) month periods, unless either party refuses such renewal by election on the Vendor's dashboard or via email at least one (1) business day prior to the start of the next Renewal Term. Vendor reserves the unilateral right to increase the Monthly Plan Rate for the next Renewal Term by providing written notice at least thirty (30) days in advance of such Renewal Term.
Vendor will use best efforts to update the underlying data and software of the Customer's dedicated instance of the System ("Data Updates") at the same frequency as its other Unlimited Plan customers. In the event an update is known in advance to require service downtime, Vendor will use reasonable efforts to provide Customer with advance notice. Each Data Update will constitute an element of the System and will thereafter be subject to this Agreement's terms regarding the System, including without limitation license, intellectual property, non-disclosure, warranty, and indemnity terms.
Vendor will use commercially reasonable efforts to respond to all Customer inquiries within one (1) business day. Customer may elect to add on a Service Level Agreement ("SLA") for an additional fee.
Customer may reproduce, share and use the Documentation as necessary to support Users' use of the System.
Customer understands that, as of the Effective Date, the System has been designed to perform, among others, the following functions and/or services ("Functions"):
a. In response to each input query from Customer based on a specific address, address + ZIP, address + city/state, ZIP, or city/state, System will provide outputs of: (i) latitude, (ii) longitude, (iii) accuracy type and (iv) accuracy score;
b. In response to each input query from Customer based on a geocode (i.e., a set of latitude and longitude coordinates representing a specific geographic location), System will provide outputs of: (i) address, (ii) city, (iii) county, (iv) state or province, (v) postal code for US only, and (vi) country;
c. Customer may input data via API (JSON) or spreadsheet upload (.CSV, .TSV, .XLS)
d. Customer may append any additional data during the query process as provided by the Vendor during the Term of this contract; and
e. The System currently supports geolocations in the United States and Canada only, provided that that full postal codes are not supported for Canada.
f. Customer understands that the list of Functions in this Section 3.1 may be inexact and is provided for illustrative purposes only. The full scope of the Functions is defined and described in the Documentation and may change from time to time as a result of Data Updates or System revisions).
Customer understands that, from time to time, access to the System may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance either by Vendor or by third-party providers, or because of other causes beyond Vendor's reasonable control ("Service Interruption"). Vendor shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service Interruption.
The System is considered prewritten computer software and are only available electronically. The Customer must have Internet access in order to access the Services. The System will not be delivered in a tangible medium.
Vendor shall provide General Customer Support concerning the System for no additional charge as follows:
a. "General Customer Support" means support relating to the use or output of the System itself. It includes responding to questions about data format or accuracy, such as, by way of example only, why a particular address returned a particular result.
b. General Customer Support is available Monday-Friday except Federal Holidays via email. Customer may initiate a support request by emailing support@geocod.io.
c. General Customer Support shall not include Customer-specific support related to Customer's integration of its own hardware, software, or other assets ("Customer Assets") with the System. Customer shall be solely responsible for (1) writing any code that connects, maintains, or otherwise involves the communication of Customer Assets to the System, and (2) integrating the System with Customer Assets and otherwise maintaining such integration. Customer understands and acknowledges that the System's performance of the Functions may be affected by Customer Assets, as well as Customer's integration of the System with Customer Assets.
Standard support materials and Documentation concerning the System are also available on Vendor's website. Technical documentation can be found at https://www.geocod.io/docs/ and non-technical documentation can be found at https://www.geocod.io/guides/.
Either party may terminate this Agreement based on the other's material breach by providing written notice specifying in detail the nature of the breach, and such termination shall be effective (a) after ten (10) days unless the other party first cures such breach, or (b) immediately in the event of non-payment or misuse of the System by Customer in violation of Section 9, below.
Vendor may terminate this Agreement, in whole or in part, at any time and for any reason, by providing written notice to Customer. In the event of such termination, in the case of Customers subscribed to the Annual Plan or Monthly Plan, only, Vendor shall refund a pro-rated portion of any prepaid fees or amounts corresponding to the unused portion of the applicable service period. The pro-rata refund shall be calculated from the effective termination date through the end of the period for which payment was made. This refund shall be issued within fifteen (15) business days following the effective date of termination. No further liability, obligation, or penalty shall accrue to Vendor as a result of termination under this provision, except as expressly stated herein.
Customer may terminate this Agreement for convenience only as provided in Sections 2.1 and 2.2. Customer may delete their account on the Vendor's dashboard.
Upon termination of this Agreement for any reason, Customer shall (a) immediately cease all use of the System; (b) delete, destroy, or return all copies of Documentation, and (c) remove or delete all instances of code from the Customer Assets that enable and effectuate communication with the System, including all API keys. Furthermore:
a. Customers subscribed to the PAYG Plan shall be responsible for all charges incurred as a result of their use in excess of the Free Use Limit. Any remaining Credits shall be forfeited and no refund shall be issued for remaining Credits.
b. Customers subscribed to the Unlimited Plan who continue to incur usage after their plan has been terminated will be converted automatically to a PAYG Plan and billed in accordance with the then-applicable PAYG Plan Rate. If Customer desires no future charges from the Vendor, Customer should delete their account.
The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) 6 (Customer Data & Privacy), 7 (Customer's Responsibilities & Restrictions), 8 (IP & Feedback), 9 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), and 12 (Miscellaneous); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
Customer shall own all right, title and interest in and to the Customer Data. Vendor shall own and retain all right, title and interest in and to (a) the System, all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with support; and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Vendor shall have the right to view, access, collect, and analyze data and other information relating to the provision, use and performance of various aspects of the System and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Vendor may (during and after the Term hereof) (i) use such information and data to provide the System and related technical support and improve and enhance the System and for other development, diagnostic and corrective purposes in connection with the System and other Vendor offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Notwithstanding the foregoing, Vendor may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Where permitted, Vendor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense.
The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Vendor's staff.
Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Vendor offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties. Customer hereby acknowledges and assumes this risk and further understands that Vendor strongly cautious that Customer furnish Vendor only with such information (whether via API or spreadsheet form) necessary to enable the System to perform data processing in the manner described in Section 3.1. Without limiting any other rights, obligations, or releases contained herein, Customer agrees that Vendor shall under no circumstances be liable for the disclosure of information furnished by Customer to Vendor that is not strictly necessary for the data processing described in Section 3.1, and Customer expressly releases Vendor from all such claims and liabilities.
Vendor will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.
Vendor may periodically aggregate and convert Customer Data to de-identified form, and thereafter may permanently erase Customer Data from its servers. Further, Vendor may permanently erase Customer Data if Customer's account is delinquent, suspended, or terminated for 30 days or more. Vendor's data retention policy, as updated from time to time, can be found at https://www.geocod.io/data-retention-policy/.
Unless Customer has a separate written agreement with the Vendor stating otherwise, Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Vendor's computers or other media, any data ("Excluded Data") regulated pursuant to any applicable data privacy laws of any state or nation, including but not limited to the GDPR (EU), PIPEDA (Canada), HIPAA (US), Canadian provincial health privacy laws, COPPA (US), and FACTA (US) (the "Excluded Data Laws"). CUSTOMER RECOGNIZES AND AGREES THAT: (a) VENDOR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) VENDOR'S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
Vendor shall have the right to use Customer's name and logo on Vendor's website and other marketing. Customer may revoke this consent in writing via email. Vendor may ask that Customer serve as a reference account in connection with Vendor's regular business development activities, which Customer may decline.
Customer, including without limitation any authorized or unauthorized Users making use of Customer's account, shall not:
i. use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System;
ii. provide System passwords or other log-in information to any third party;
iii. share non-public System features or content with any third party;
iv. access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System;
v. engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler;
vi. use the System to harass, defame, or defraud Vendor or any third party or to violate any law or regulation.
Although Vendor has no obligation to monitor Customer's use of the System, in the event that Vendor suspects any breach of the requirements of this Section 7.1, including without limitation by Users, Vendor may immediately throttle or suspend Customer's access to the System without advanced notice, in addition to such other remedies as Vendor may have.
Nothing herein shall require that Vendor take any action against Customer or any User or other third party for violating this Section 7.1, or this Agreement, but Vendor is free to take any such action it sees fit.
Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.
In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
Customer is responsible and liable for: (a) Users' use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer's account, whether authorized or unauthorized.
Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright, trade secrets, and other laws.
Vendor has not agreed and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Vendor, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Vendor's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. As used herein, "Feedback" refers to any suggestion or idea for modifying any of Vendor's products or services, including without limitation all intellectual property rights in any such suggestion or idea; "Feedback" also includes any comments about the Service.
Vendor holds a nonexclusive license from the United States Postal Service. The price of Vendor's services is neither established, controlled or approved by the United States Postal Service. Vendor's advertising is neither approved nor endorsed by the United States Postal Service.
Customer may store, transmit, transform, sell, and otherwise use the results provided by the Vendor as Customer sees fit during and beyond the Term of this Agreement, provided that such uses are permitted by the underlying Data Sources and applicable law. While Vendor uses its best efforts to ensure that underlying Data Sources enable such use, Customer understands and agrees that Customer is ultimately responsible for understanding the licenses of underlying Data Sources and providing attribution where required by the underlying Data Sources. Vendor does not warranty the System or its outputs for any purpose whatsoever. Data sources are provided with all results. A non-exhaustive list of data sources is available at https://www.geocod.io/data-sources/.
CUSTOMER ACCEPTS THE SYSTEM "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
Customer shall defend, indemnify, and hold harmless Vendor, including its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns, against any third party claim, suit, or proceeding arising out of or related to this Agreement or Customer's alleged or actual use of, misuse of, or failure to use the System. Customer's obligations set forth in this Article 10 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer's expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
VENDOR'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES FOR SERVICES DELIVERED BY VENDOR ACTUALLY PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE ASSERTION OR INSTITUTION OF SUCH CLAIM. IN NO EVENT WILL VENDOR BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE LIABILITIES LIMITED BY THIS SECTION 11 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
Vendor may amend this Agreement or any of its terms from time to time by providing Customer thirty (30) days advance notice in writing. Customer's continued use of the System after such amendment(s) becomes effective constitutes and shall be deemed Customer's affirmative consent to the modified terms.
Notices to Customer shall be sent to the email addresses listed on their account. Notices to Vendor may be sent to: hello@geocod.io.
If you believe that any content on Vendor's website infringes your copyright, you may submit a Digital Millennium Copyright Act (DMCA) notice to request its removal. To file a DMCA notice, please provide the following information in writing:
i. Identification of the copyrighted work that you claim has been infringed;
ii. Identification of the material that you believe is infringing, including its location on the website (such as a URL);
iii. Your contact information, including your name, email address, mailing address, and telephone number;
iv. A statement of good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law;
v. A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner;
vi. Your physical or electronic signature.
DMCA notices should be sent to support@geocod.io.
Vendor reserves the right to remove or disable access to allegedly infringing content and to terminate repeat infringers' access to the website in accordance with applicable law.
Vendor shall not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, strikes, labor disputes, war, terrorism, or power or internet outages ("Force Majeure Events"). Vendor's obligations will be suspended for the duration of the Force Majeure Event, and Vendor shall make reasonable efforts to resume performance as soon as practicable. If the Force Majeure Event continues for more than 90 days, either party may terminate this Agreement upon written notice to the other.
Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Vendor. Any attempted assignment in violation of this provision shall be null and void. Vendor may assign or transfer this Agreement, in whole or in part, without Customer's consent, to any affiliate, successor, or purchaser of substantially all of Vendor's assets or business. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
This Agreement and any claims arising will be governed solely by the internal laws of the Commonwealth of Virginia in the United States, including without limitation applicable federal law, without reference to any conflicts of laws principles. The parties consent to the exclusive jurisdiction of the federal and state courts located in, or with jurisdiction pertaining to, the Commonwealth of Virginia for the resolution of all disputes arising from this Agreement. In the event of non-payment or the Customer's violation of the acceptable use terms set forth in Section 7, the Vendor shall be entitled to recover all reasonable attorneys' fees, costs, and expenses incurred in enforcing its rights under this Agreement.
Customer shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Vendor or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo.
The System and Website, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:
a. only as Commercial Items,
b. with the same rights as all other end users, and
c. according to the Terms
Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Dotsquare LLC, Norfolk, Virginia.
Customer and/or Customer's agent executing this agreement represents that they are at least 18 years of age and have the legal capacity to enter into binding contracts.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.