Effective Date: April 1, 2024
Please read this Customer Agreement ("Agreement") carefully before accessing and using Geo-Cx.
This Agreement applies to the access and use of the software used to provide the Geo-Cx website and mobile applications (collectively, "Geo-Cx") available at www.Geo-Cx.com. Geo-Cx is provided by TEO Services, Inc. dba TEOPM ("TEOPM," "we," "us," or "our") to its customers who purchase access to Geo-Cx (“Customer,” “you,” or “your”), and the individuals or entities that Customers provide access to Geo-Cx under their Customer Account (defined below) (“Authorized Users”). Authorized Users must accept and agree to be bound by our Authorized User Agreement before accessing and using Geo-Cx. Any access or use of Geo-Cx by Authorized Users is the responsibility of the applicable Customer under whose Customer Account they are invited to use Geo-Cx under.
This Agreement controls your legal relationship with us and the rights you grant us when you access and use Geo-Cx as a Customer. By accessing and using Geo-Cx, you agree on your own behalf and on behalf of any organization, entity, or other person on whose behalf you may act to accept and abide by this Agreement for each use of Geo-Cx. If you do not agree with all of the terms and conditions of this Agreement, you and your Authorized Users are not authorized to access or use Geo-Cx.
THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
This Agreement does not apply if you have entered into an Enterprise Subscription Agreement with TEOPM, in which case the Enterprise Subscription Agreement will govern your access to and use of Geo-Cx.
Modifications to this Agreement
We reserve the right to modify this Agreement or any of the incorporated agreements and policies at any time by posting an updated version on our website. At our sole discretion, we may also provide you with an email notice of changes. You are responsible for regularly reviewing this Agreement and maintaining an accurate and current email address on file so we may notify you of any changes. If we notify you of any changes to this Agreement or our Authorized User Agreement, you are responsible for informing your Authorized Users of any updates to this Agreement or our Authorized User Agreement, as applicable. Continued use of Geo-Cx after the effective date of any change constitutes acceptance of the updated agreement(s). If any modification is unacceptable, you shall cease using Geo-Cx. If you have any questions about this Agreement, contact us at support@geo-cx.com.
Eligibility to Use Geo-Cx
You may only access Geo-Cx in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 or older to access or use Geo-Cx. Any access or use of Geo-Cx by anyone under 18 is prohibited and violates this Agreement. You may not create a Customer Account (defined below) or otherwise use Geo-Cx if you have been previously removed from Geo-Cx by us without our express written permission.
This Agreement remains effective until your access to Geo-Cx expires, terminates, or is otherwise reduced such that you no longer have access to Geo-Cx.
If you are an Authorized User, your access to Geo-Cx may be terminated at any time by the Customer or us. Please contact the applicable Customer if you at any time or for any reason wish to terminate your Customer Account (defined below), including due to a disagreement with any updates to this Agreement or our Authorized User Agreement.
United States Only
TEOPM is located within the United States and does not intend to be subject to any non-US jurisdiction or law. Customer may only access and use Geo-Cx in the United States, and may only permit Authorized Users to use Geo-Cx who are located in the United States. Geo-Cx may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of Geo-Cx is at your own risk, and you must comply with all applicable laws and regulations in using Geo-Cx. TEOPM may limit Geo-Cx’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that it chooses, in its sole and absolute discretion.
1. Geo-Cx
Geo-Cx is a cloud-based software-as-a-service (SaaS) platform that allows commercial and civil construction companies to estimate and track man-hours, location, safety incidents, and document management for employees and sub-contractors working on the construction projects that you enter into Geo-Cx.
Your access to and use of Geo-Cx is provided according to the Subscription Plan purchased through the Geo-Cx website location at www.Geo-Cx.com, and is based on the number of projects, Authorized Users, data storage limits, and other limitations (collectively, “Usage Metrics”) specified at the time of purchase on the Geo-Cx website or in a separate order form entered between you and us. The Subscription Plan additionally specifies the applicable fees due to TEOPM by you for the access and use of Geo-Cx (“Subscription Fees”), the term or terms that Customer may access Geo-Cx (“Subscription Period”), and any other terms associated with Customer’s authorized use of Geo-Cx that is entered into between TEOPM and Customer from time to time.
Customer may interact with Geo-Cx through the web-based application portal (“Company Dashboard”), and Authorized Users may only access and interact with Geo-Cx through our mobile application available on iOS and Android devices (“Mobile Application”).
2. Geolocation Data
Geo-Cx contains certain features or services as part of the Geo-Cx service that rely upon device-based location information, which uses GPS (where available) and/or cell tower locations that record information describing the precise real-time geographic location of an individual or device with reasonable specificity (collectively, “Geolocation Data”). To provide such features or services (where available), TEOPM and its Subprocessors (defined below) must collect, use, transmit, process, and maintain Golocation Data, including, without limitation, Customer’s or its Authorized Users’ device’s location when accessing and using Geo-Cx. TEOPM agrees that such collection and use of Geolocation Data will comply with the requirements set forth in this Agreement related to Customer Data (defined below), the Geo-Cx Privacy Policy, and any applicable laws, rules, or regulations. TEOPM will require any Authorized Users to opt into TEOPM’s use of Geolocation Data while using the Mobile Application before collecting or accessing such Geolocation Data. Customer acknowledges and agrees that the Geo-Cx features requiring access to Geolocation Data will not be available for any Authorized User who has not expressly opted into Geo-Cx’s access to such Geolocation Data or who previously opted in but who has withdrawn consent. Customer is responsible for ensuring that Authorized Users are notified of any Customer policies related to the access and use of Geolocation Data obtained through Geo-Cx, and is solely responsible for the use of Geolocation Data in compliance with any applicable privacy or related laws, rules, or regulations.
3. Incident Reporting
Geo-Cx offers certain features designed to help Customer and Authorized Users adhere to regulatory guidelines and standards, such as logging incident report information intended to assist with completing OSHA and other governmental reports. TEOPM does not, however, guarantee compliance with any rules promulgated or required by OSHA, or any laws or regulations related to employee workplace safety, overtime, minimum wage, employee privacy, or any other laws applicable to Customer’s employees or contractors. TEOPM cannot and will not guarantee that Geo-Cx will meet Customer’s specific needs or that Geo-Cx is or will continue to comply with applicable regulatory guidelines, requirements, or laws. Customer acknowledges and agrees that Customer retains full responsibility for adherence to regulatory guidelines and standards applicable to Customer and its use of Geo-Cx and for determining whether Geo-Cx, or the functions performed by Geo-Cx, meet Customer’s needs and obligations.
Geo-Cx allows Customer and Authorized Users to provide certain information related to health and safety incidents, but Geo-Cx is not intended to comply with HIPAA or other regulations applicable to sharing Protected Health Information (as defined under HIPAA). Customer is advised to only request the minimum necessary information from Authorized Users, and Customer acknowledges and agrees that TEOPM does not control the type of information inputted into Geo-Cx by Authorized Users. Customer is solely responsible for using Geo-Cx in compliance with all applicable laws, including, without limitation, HIPAA and OSHA requirements.
4. Access to Geo-Cx
TEOPM hereby grants Customer and its Authorized Users, during the Subscription Period, a non-exclusive, non-transferable, non-assignable, and revocable right to access and use Geo-Cx for Customer's internal business purposes only and solely in accordance with the terms and conditions contained in this Agreement and any Usage Metrics specified in the applicable Subscription Plan purchased by Customer. The use of Geo-Cx is subject to payment of all Subscription Fees and the fulfillment of all requirements stipulated in this Agreement and any applicable addenda. The rights granted are limited to TEOPM and its licensor’s Intellectual Property Rights in Geo-Cx, and software products not proprietary to TEOPM are licensed by the respective proprietary owner(s).
If Customer accesses Geo-Cx through the Mobile Application, TEOPM grants Customer a non-exclusive, non-assignable, non-transferable, and revocable license to download a single copy of the Mobile Application to access and use Geo-Cx subject to the terms and conditions of this Agreement.
5. Changes to Geo-Cx
TEOPM reserves the right to amend, modify, discontinue, or suspend any part of Geo-Cx as it deems necessary or useful to maintain or enhance the quality or delivery of Geo-Cx, to comply with applicable law, or for any other reason not described in this Agreement. If TEOPM makes any material changes to Geo-Cx, TEOPM will notify Customer by email or via the Company Dashboard. TEOPM will not materially reduce the functions or features of Geo-Cx during the Subscription Period without first notifying Customer and providing an opportunity to terminate the Subscription Period and/or provide a reduction in Subscription Fees.
6. Implementation Services
TEOPM may provide Customer with professional services related to the functionality of Geo-Cx, including, without limitation, data migration, customizations, integrations, and modifications to Geo-Cx (“Implementation Services”). Unless specified otherwise in Customer Subscription Plan, Implementation Services are not included in the Subscription Fees and are provided pursuant to a separate Implementation Services agreement and are subject to additional fees (“Implementation Fees”).
7. Maintenance
Geo-Cx is maintained and receives periodic updates and upgrades through releases. Geo-Cx may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance. TEOPM will use its best efforts to schedule releases such that any impact on the availability and performance of Geo-Cx is kept to a minimum but makes no guarantee that Geo-Cx will be available to Customer or its Authorized Users at all times. TEOPM will use reasonable efforts to provide advance notification to Customer and Authorized Users of any scheduled disruptions to Geo-Cx.
8. Updates and Upgrades
TEOPM will make revisions, bug and error fixes, patches, or other alterations of Geo-Cx that are intended to correct an error in Geo-Cx (“Updates”). At its discretion, TEOPM may provide enhancements to Geo-Cx that it deems necessary or useful to maintain or enhance the quality or delivery of Geo-Cx (“Upgrades”). Updates are made available to Customer without levying an incremental fee, and Upgrades are released at TEOPM’s discretion and may be subject to additional fees. This Agreement governs all Updates or Upgrades unless such release is accompanied by an updated agreement, in which case the updated agreement controls.
9. Support Services
Customer and its Authorized Users will have access to written instructions, notes, user guides, and other information and content that TEOPM makes generally available via the Mobile Application or Geo-Cx website (“Documentation”). Customer is encouraged to first utilize the provided Documentation prior to making a support request. All Documentation is provided for informational purposes only, and TEOPM does not represent or warrant that Documentation will be complete, accurate, or error-free. Any use of the Documentation is at Customer’s sole risk and discretion, and all actions or decisions of Customer related to its use of the Documentation are Customer’s alone. TEOPM is not responsible for Customer’s reliance on any Documentation.
During the Subscription Period, Customer or its Authorized Users may submit support requests by email at support@geo-cx.com. TEOPM will make reasonable efforts to respond to all support requests within twenty-four (24) hours, except for weekends and federal holidays. TEOPM does not guarantee or warranty that support requests will be resolved within any particular time frame or that TEOPM will satisfactorily answer or resolve all requests.
10. Customer Account
Customer must create an account before accessing and using Geo-Cx (“Customer Account”). Customer will receive an email link to set up a username and password to create their Customer Account (“Credentials”) after purchasing a Subscription Plan on the Geo-Cx website. Authorized Users may only create an account after being invited by Customer or an Administrator (defined below) through the Company Dashboard. Customer may not use the name of another person or entity or a name or trademark subject to any rights of another person or entity without appropriate authorization, or any name that is offensive, vulgar, or obscene. Customer and its Authorized Users shall maintain adequate security protocols for the protection of its Credentials. Customer agrees to: (i) notify TEOPM immediately of any unauthorized use of its Credentials; (ii) report to TEOPM immediately and use reasonable efforts to stop any unauthorized use of Geo-Cx that is known or suspected by Customer; and (iii) not provide false identity information to gain access to Geo-Cx.
11. Authorized Users
Customer may grant access to Geo-Cx to Authorized Users, including its employees, consultants, contractors, agents, or third parties with whom Customer transacts business. Customer may designate an individual or group of individuals with permission to take certain actions with respect to Customer’s use of Geo-Cx ("Administrator(s)"). TEOPM is not liable for any errors in the assignment of user roles or permissions granted by an Administrator and is not responsible for any intentional or unintentional access to Customer Data (defined below) or the alteration, deletion, or misuse of Customer Data by any Authorized User or any other individual or entity which gains access to Customer Data from Customer.
Administrators can, without limitation: (i) invite and assign permissions to Authorized Users; (ii) authorize or limit Authorized Users’ data access, roles, and permissions related to the use of Geo-Cx; (iii) create, access, upload, share, edit, export, download, manage, and delete Customer Data and grant or limit such rights to Authorized Users; (iv) authorize and make payments of Subscription Fees; and (v) ensure that Authorized Users have the training and appropriate knowledge to carry out their assigned roles when using Geo-Cx. Customer is responsible for ensuring its Authorized Users’ use of Geo-Cx conforms to the terms and conditions of this Agreement and the Authorized User Agreement.
12. Affiliates
For the purposes of this Agreement, an “Affiliate” means any partnership, joint venture, subsidiary, and other affiliated entities (whether incorporated or unincorporated) in which Customer has an ownership, managerial, or operational interest or which now or hereafter directly or indirectly Controls, is Controlled by, or is under common Control with, Customer, including multiple levels of Controlled corporations. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
An Affiliate may either: (i) be designated by Customer as an Authorized User; or (ii) purchase access to Geo-Cx through a separate Subscription Plan. In the case of (i), such Affiliate’s use of Geo-Cx is combined with Customer’s use for the purpose of any applicable Usage Metrics and any overages. In the case of (ii), such Affiliate’s use will be separate and distinct from Customer’s Usage Metrics. In either case, Customer and any Affiliate will be jointly and severally liable for compliance with the terms and conditions of this Agreement and/or the Authorized User Agreement, as applicable.
13. Customer Data
Geo-Cx permits Customer and its Authorized Users to add text, images, data files, media files, and other information posted, added, created, uploaded, shared, stored, accessed, distributed, submitted, linked to, or otherwise made available to Geo-Cx (collectively, "Customer Data"). Customer is solely responsible for all Customer Data and for the accuracy, quality, integrity, and legality of its Customer Data uploaded or otherwise made available to Geo-Cx by Customer or its Authorized Users.
Geo-Cx is not intended to comply with the Health Insurance Portability and Accountability Act (HIPPA) and may not be adequate to protect medical, patient, or other protected health information regulated by HIPAA or any similar federal or state laws, rules, or regulations, or any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act, Dodd-Frank, or similar laws that impose specific data security or protection obligations (collectively, “Sensitive Information”). Customer acknowledges and agrees that transmitting, processing, or otherwise making Sensitive Information available to Geo-Cx is at Customer’s own risk. TEOPM HAS NO OBLIGATION TO CUSTOMER WITH REGARD TO PROCESSING SENSITIVE INFORMATION.
14. Ownership of Customer Data
Customer shall retain all rights, title, and interest in and to the Customer Data provided by or on behalf of Customer, including any and all Customer copyrights, trademarks, and other Intellectual Property Rights (defined below) and any associated goodwill ("Customer IP"). TEOPM will not take any action inconsistent with the rights of Customer in the Customer IP.
15. License to Customer Data
Customer grants TEOPM a non-exclusive right and license to use, reproduce, and distribute Customer Data strictly as necessary to provide Customer Data to Customer in connection with Geo-Cx and to backup Customer Data as required under this Agreement. Customer further grants TEOPM a perpetual, transferable, assignable, and irrevocable right and license to use Related Data (defined below) on an anonymous (de-identified) basis for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. "Related Data" means information or data associated with or arising out of Customer’s use of Geo-Cx (including, without limitation, data associated with requests made to, and responses generated in connection with, Geo-Cx, usage data, browser and device types used, file sizes, and time spent using certain features of Geo-Cx). The license to Related Data survives termination of this Agreement for any reason. Related Data will be TEOPM’s property, and TEOPM has no duty to compensate Customer in connection with the foregoing rights.
16. Data Protection
TEOPM will maintain appropriate technical and organizational security measures for processing Customer Data designed to prevent accidental or unlawful destruction, loss, alteration, disclosure, or access to Customer Data. These security measures address physical access, personnel permissions, system access, data access, transmission, data backup, data segregation, security oversight, enforcement, and other security controls and measures. All TEOPM employees and Subprocessors (defined below) that process Customer Data are subject to written agreements or are otherwise bound by confidentiality and data security obligations. TEOPM performs regular backups of Customer Data, including cross-region backups, but Customer understands that it is ultimately responsible for safeguarding, backing up, and restoring Customer Data. TEOPM is not responsible for the unauthorized disclosure of Customer Data resulting from Customer's or an Authorized User's negligence or any reason outside TEOPM’s reasonable control.
17. Processing Customer Data
TEOPM may process Customer Data only as necessary to provide Geo-Cx, including, where applicable, for hosting, storage, backup, recovery, issue resolution, monitoring and testing system use and performance, IT security purposes, maintenance and performance of technical support systems, and migration, implementation, configuration, and performance testing. TEOPM shall not: (i) modify Customer Data other than as necessary to provide Geo-Cx; (ii) disclose Customer Data except as compelled by law or as expressly permitted by Customer; or (iii) access Customer Data except to address service or technical problems or at Customer’s or Authorized User’s request in connection with customer support matters. TEOPM is located in the United States, and by transmitting Customer Data to Geo-Cx, Customer consents to TEOPM’s collection, storage, and processing of Customer Data in the United States. For the purposes of this Agreement, “Process” means any operation or set of operations which is performed on Customer Data or on sets of Customer Data, whether or not by automated means, physical or virtual, on premises or in the cloud, such as access, collection, recording, storing, organization, structuring, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure or destruction.
18. Subprocessors
The Geo-Cx utilizes Third-Party Services (defined below) providers for hosting and data processing services that will have access to and will process Customer Data provided through Geo-Cx (“Subprocessors”), including Amazon Web Services ® (AWS). A full and up-to-date list of Subprocessors is provided on our website here. By using Geo-Cx, Customer authorizes TEOPM to subcontract processing to these Subprocessors and other Third-Party Services providers specified in this Agreement, on our website, the Documentation, or through separate written notification from us. Customer agrees that TEOPM may later use Subprocessors not identified in this Agreement or the Documentation after providing written notice and allowing adequate time to reject the use of such Subprocessors. TEOPM will require all Subprocessors to maintain adequate security measures reasonably appropriate to such Subprocessor’s processing activities that comply in all material respects with the obligations in this Agreement.
19. Customer Data Representations and Warranties
Customer represents and warrants that: (i) Customer has obtained all Customer Data that it provides to TEOPM or makes available to Geo-Cx in accordance with all applicable laws; (ii) Customer has all necessary ownership rights, consents, permissions, and licenses to Customer Data necessary for TEOPM to provide Geo-Cx as set forth in this Agreement; and (iii) Customer’s use of Geo-Cx or TEOPM’s access to Customer Data will not violate any law or regulation or in any way infringe on the rights of third parties including, without limitation, contractual, employment, privacy, intellectual property, nondisclosure, and publicity rights.
20. Prohibited Conduct
Without limitation, in using Geo-Cx, Customer agrees to not, and shall ensure its Authorized Users do not:
● Make Geo-Cx available to third parties other than Authorized Users as permitted under this Agreement;
● Reproduce, duplicate, copy, sell, resell, license, sublicense, rent, distribute, lease, or exploit for commercial purposes any portion of Geo-Cx without TEOPM’s express written consent;
● Use, or permit others to use, Geo-Cx in a way that circumvents the Usage Metrics;
● Share nonpublic features of Geo-Cx with any third party;
● Use Geo-Cx in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
● Use Geo-Cx in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights (defined below) or other rights of any person or which may be tortious or libelous;
● Use Geo-Cx in any manner that violates any applicable law;
● Use Geo-Cx in any manner that is likely to incite, promote, or support discrimination, hostility, or violence;
● Modify or create derivative works based on Geo-Cx;
● Impersonate any person or entity or falsely state or otherwise misrepresent an affiliation with a person or entity;
● Remove or alter any copyright, watermark, attribution marks, or other proprietary notices contained in the software used to provide Geo-Cx;
● Use or access Geo-Cx to provide service bureau, time-sharing, or other computer hosting services to third parties;
● Upload, download, post, email, or otherwise transmit any Customer Data that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
● Upload, download, post, email, or otherwise transmit any Customer Data that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously or otherwise objectionable;
● Disrupt or interfere with the security of, or otherwise abuse, Geo-Cx, or the system resources, accounts, servers, or networks connected to or accessible through Geo-Cx;
● Use Geo-Cx for unfair, improper, fraudulent, or other non-legitimate business purposes;
● Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide Geo-Cx;
● Use Geo-Cx to send unsolicited communications, promotional materials, SPAM, or any other communication prohibited by any applicable anti-spam law, rule, or regulation;
● Access, tamper with, or use non-public areas of Geo-Cx. Unauthorized individuals attempting to access these areas of Geo-Cx may be subject to prosecution;
● Disrupt or interfere with any other user’s use or enjoyment of Geo-Cx;
● Use any robot, spider, scraper, or other automated means to access Geo-Cx for any purpose without our express written permission;
● Access Geo-Cx to benchmark or build, or help others benchmark or build, a similar or competitive product;
● Frame or link to Geo-Cx; or
● Access or attempt to access the account and/or content of other users to which Customer is not authorized.
21. Free Trials
Geo-Cx may be available to Customer on a limited basis at no cost and/or for a limited time as set forth in an applicable Subscription Plan (“Free Trial”). Access to the Free Trial is conditioned upon Customer’s acceptance of this Agreement and any other agreements required by TEOPM and specified on in the Subscripton Plan before access to the Free Trial is granted. TEOPM has no obligation to provide support services during the Free Trial. TEOPM may cancel the Free Trial or make features or components of Geo-Cx unavailable to Customer or its Authorized Users at any time during the Free Trial.
ACCESS TO GEO-CX AND ANY RELATED DOCUMENTATION DURING A FREE TRIAL ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, AND TEOPM AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO GEO-CX DURING A FREE TRIAL. CUSTOMER HEREBY FULLY AND IRREVOCABLY RELEASES TEOPM AND ITS AFFILIATES FROM ANY LIABILITIES OR DAMAGES RELATED TO ITS USE OF GEO-CX DURING A FREE TRIAL.
22. Beta Offering
TEOPM may make Geo-Cx, or certain functions or features of Geo-Cx, available to Customer on a limited or trial basis for evaluation purposes (“Beta Offering”). Participation in any Beta Offering is at the discretion of Customer and may be subject to additional terms and conditions provided at the time of signup. If Customer participates in any Beta Offering, Customer agrees to participate in any testing, feedback, or other participation requirements or requests made by TEOPM at the time of signup.
Beta Offerings are limited-release offerings and are not at the level of performance of a commercially available product or service. Beta Offerings may not operate correctly and may be substantially modified before the first commercial release or, at TEOPM’s option, may not be released commercially at all. TEOPM or Customer may terminate participation in any Beta Offering anytime upon written notice to the other party.
BETA OFFERINGS AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, AND TEOPM AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO BETA OFFERINGS. CUSTOMER HEREBY FULLY AND IRREVOCABLY RELEASES TEOPM AND ITS AFFILIATES FROM ANY LIABILITIES OR DAMAGES RELATED TO ITS PARTICIPATION IN A BETA OFFERING.
23. Subscription Fees
Customer's access to and use of Geo-Cx is subject to the payment of all Subscription Fees during the Subscription Period. Subscription Fees are billed to Customer in advance on a recurring and periodic basis as specified in the applicable Subscription Plan. Unless specified otherwise, Subscription Fees are based on the Usage Metric specified in the applicable Subscription Plan. If Customer exceeds the Usage Metric during any monthly period, TEOPM will invoice Customer for overages as specified in the Subscription Plan. All Subscription Fees are non-cancellable and non-refundable when paid, and no refunds will be permitted if Customer cancels their access to Geo-Cx before the end of the Subscription Period. Refund requests may be considered by TEOPM on a case-by-case basis and granted at TEOPM’s sole discretion. If TEOPM does not receive payment from Customer when due, or if Customer's payment method expires or is rejected, Customer agrees to pay all amounts due upon demand.
All payments made by Customer to TEOPM are processed through a third-party payment processor, such as Stripe (“Payment Processor”), and TEOPM does not store any Customer financial information, such as credit or bank information. If Customer chooses to place payment information on file with the Payment Processor, CUSTOMER AUTHORIZES TEOPM TO CHARGE CUSTOMER’S STORED PAYMENT METHOD AUTOMATICALLY FOR ALL SUBSCRIPTION FEES ON A RECURRING BASIS DURING THE SUBSCRIPTION PERIOD.
24. Taxes
Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments, including, without limitation, value-added, sales, use, or withholding taxes accessible by any local, state, provincial, federal, or foreign jurisdiction. Customer is responsible for paying all taxes associated with the Subscription Fees, and TEOPM is responsible for paying all taxes related to its revenues. If TEOPM is required to withhold taxes or is responsible for paying taxes related to the use of Geo-Cx by Customer, TEOPM will invoice Customer, and payment must be made within fourteen (14) days.
25. Fee Changes and Adjustments
TEOPM may revise the Subscription Fees anytime upon no less than thirty (30) days' written notice to give Customer an opportunity to cancel its Subscription Plan before such change becomes effective. Customer’s continued use of Geo-Cx after the change becomes effective constitutes an agreement to pay the new Subscription Fees.
The Subscription Fees quoted may be adjusted by TEOPM after acceptance of a Subscription Plan purchase in the event of any occurrence impacting Subscription Fees and/or Geo-Cx as applicable to Customer, including TEOPM's ability to comply with applicable law, government action, changes in applicable taxes, increased hosting or transaction costs, increased foreign exchange rates, and other matters beyond TEOPM's reasonable control. In that event, TEOPM will notify Customer of such adjustments, and Customer will have fourteen (14) days to reject such changes and cancel Geo-Cx to receive a refund of any prepaid Subscription Fees applicable to such Subscription Plan.
26. Subscription Plan Changes
Customer may upgrade or downgrade its Subscription Plan at any time during the Subscription Period. Upgrades will start a new Subscription Period effective upon payment, with a pro-rated credit applied to the updated Subscription Fees for the number of days remaining on the previous Subscription Plan. Downgrades can be made at any time and are effective upon the next renewal of the Subscription Period.
27. Subscription Period
Unless otherwise specified in an applicable Subscription Plan, Geo-Cx is provided on a month-to-month basis commencing on the date of Customer’s first access to Geo-Cx (“Subscription Period”). THE SUBSCRIPTION PERIOD WILL AUTOMATICALLY RENEW FOR ADDITIONAL ONE (1) MONTH TERMS UNTIL CANCELED.
28. Suspension or Termination by TEOPM
TEOPM may, without prior notice, suspend or terminate Customer's or any Authorized Users’ access to or use of Geo-Cx at any time in its discretion if such use violates this Agreement, the Authorized User Agreement, any applicable law, or if TEOPM otherwise reasonably believes that Customer’s or its Authorized Users’ use of Geo-Cx could damage Geo-Cx or could violate the rights of other users. TEOPM’s right to suspend or terminate Customer's right to access or use Geo-Cx does not limit its right to seek any other remedy available through this Agreement or at law.
29. Cancellation by Customer
Customer may cancel your Subscription Plan by emailing TEOPM at support@geo-cx.com at least fourteen (14) days prior to the end of the then-current Subscription Period. Customer may terminate this Agreement by providing written notice of termination if TEOPM has materially breached this Agreement and has not cured such material breach within thirty (30) days of TEOPM's receipt of written notice adequately describing such breach. If cancellation is due to TEOPM's material breach of this Agreement, TEOPM will refund a prorated portion of prepaid Subscription Fees.
30. Failure to Pay Fees
If Customer fails to pay Subscription Fees when due, TEOPM may, in addition to the other rights and remedies available and at its discretion, suspend access to Geo-Cx to Customer and all Authorized Users until all outstanding Subscription Fees are received. TEOPM may terminate Customer’s access to Geo-Cx and permanently delete all Customer Data uploaded to Geo-Cx if Customer fails to pay Subscription Fees for a period of thirty (30) days or more. TEOPM WILL NOT BE LIABLE FOR ANY LOSSES INCURRED BY CUSTOMER DUE TO THE SUSPENSION OF GEO-CX FOR FAILURE TO PAY UNDISPUTED SUBSCRIPTION FEES.
31. Effect of Cancellation
Upon the effective date of cancellation of Customer’s right to access and use Geo-Cx for any reason, and except for limited archival purposes, all of Customer's and its Authorized Users’ rights to access and use Geo-Cx will cease, and Customer and all Authorized Users shall discontinue all use of Geo-Cx. Cancellation of Geo-Cx may result in the deletion and/or inability to access Customer Data. Customer or its Administrators, if applicable, are responsible for ensuring that all Customer Data has been exported to local systems before the account cancellation becomes effective. Cancellation of Geo-Cx does not relieve Customer of the obligation to pay Subscription Fees or other amounts owed to TEOPM, nor will it relieve Customer of any obligations applicable to the use of Geo-Cx before cancellation.
32. Preservation of Customer Data
TEOPM reserves the right, but not the obligation, to maintain Customer Data after the cancelation of Customer’s right to access Geo-Cx. Customer acknowledges and agrees that TEOPM may preserve and disclose Customer Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) enforce this Agreement or the Authorized User Agreement; (iii) respond to claims that Customer Data violates the rights of any third party; or (iv) protect TEOPM’s rights or property, or to protect the personal safety of other users or the public.
33. Proprietary Rights
Geo-Cx is licensed and not sold and is made available on a limited-access basis. TEOPM reserves all rights, title, and interest, including all Intellectual Property Rights (defined below), in and to Geo-Cx, all related Documentation, Beta Offerings, TEOPM’s Confidential Information (defined below), and TEOPM’s copyrights, trademarks, and service marks (collectively, “TEOPM IP”). Customer acknowledges and agrees TEOPM shall be the exclusive owner of all TEOPM IP and that this Agreement does not grant Customer any title or right of ownership in or to TEOPM IP or any component thereof, or to any associated materials, or Updates, Upgrades, enhancements, modifications, or improvements, or to any suggestions, recommendations, ideas, or feedback related to the TEOPM IP. Customer shall not take or cause any action inconsistent with or which would impair the rights of TEOPM or its licensors in TEOPM IP.
“Intellectual Property Rights” means all of the following in any and all jurisdictions throughout the world (whether registered or unregistered): (i) patents and patent applications (including continuations, continuations-in-part, divisional, reexaminations, reissues, and extensions thereof); (ii) copyrights; (iii) trademarks, trade dress, service marks and other similar designations of source of origin, together with the goodwill symbolized by or associated with the foregoing; (iv) trade secrets; and (v) all other proprietary or intellectual property rights under any law or international convention throughout the world, including all registrations of, and applications for, any of the items described in clauses (i)-(iv) (inclusive).
34. Promotional Rights
By purchasing access to Geo-Cx and by uploading or otherwise providing Customer’s business name and/or logo through the Company Dashboard, Customer agrees that TEOPM may reference Customer in TEOPM’s customer listings and may place Customer’s name and logo on TEOPM’s website and marketing materials relating to TEOPM’s products and services, as well as in any press releases or customer "case studies" and the like. Customer hereby grants TEOPM a limited license to use Customer’s trademarks, subject to Customer’s trademark/logo usage guidelines, if any, provided by Customer to TEOPM. Customer may reasonably request the removal of any such usage of Customer’s trademark/logo upon written notice to TEOPM.
35. Third-Party Services
Geo-Cx may use, incorporate, or integrate with software, applications, or services not owned or operated by TEOPM (“Third-Party Services”). All Third-Party Services are provided "as-is," and TEOPM does not warrant any Third-Party Services, regardless of whether they are required to use Geo-Cx or deemed by TEOPM as "certified," "approved," or "recommended." Any procurement or use by Customer of Third-Party Services is solely between Customer and the applicable Third-Party Services provider. Customer is solely responsible for compliance with all Third-Party Services providers’ contracts, policies, payment terms, and any other agreements. TEOPM is not liable for any indirect, special, incidental, punitive, or consequential damages, including, without limitation, loss of data, business interruption, or loss of profits arising out of the use of or the inability to use Third-Party Services.
36. User Privacy
The Geo-Cx Privacy Policy sets out the categories of Personal Information (defined in the Geo-Cx Privacy Policy) and other information TEOPM collects and how TEOPM may use and disclose it. By accepting this Agreement, Customer expressly consents to TEOPM’s collection and use of Personal Information as described in the Geo-Cx Privacy Policy.
37. Confidentiality
"Confidential Information" means Customer Data and all non-public information disclosed by either TEOPM or Customer under this Agreement that is marked as “confidential,” “proprietary,” or otherwise should be considered confidential or proprietary. Confidential Information includes, without limitation, proprietary and confidential matters concerning either party’s current or proposed business operations, security, financial information, technical data, inventions, developments, research, marketing strategies, business methods, information related to pricing, the terms and conditions of this Agreement, and other similar information gained in connection with this Agreement, as well as the technology, ideas, formulae, know-how, procedures, algorithms, and trade secrets embodied in the software, technical documentation, solution methodology, user manuals, tutorial or training videos, and other Documentation related to Geo-Cx. For the purposes of this Agreement, "Confidential Information" also includes information disclosed by either party or any Authorized User under this Agreement to which a party owes a duty of confidentiality to a third party. Confidential Information does not include any information that: (a) is or becomes generally known or available to the public through no fault of the receiving party; (b) is already known at the time of receiving the Confidential Information through no wrongful act of the receiving party; (c) is furnished by a third party with the right to do so; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party.
Each party agrees not to use or disclose any Confidential Information of the other party except for the purpose of meeting its obligations under this Agreement and will not use Confidential Information for any other purpose whatsoever. If either party is required to disclose the other party’s Confidential Information to a court or government agency, it shall, before disclosure, and as soon as practicable, notify the other party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information. The parties shall advise all their affiliates, employees, agents, and contractors that they are bound by the confidentiality terms of this Agreement.
38. Mutual Representations and Warranties
Each party represents and warrants that performance by it of its obligations and responsibilities under this Agreement: (i) is within its corporate powers; (ii) has been duly authorized by all necessary corporate action; (iii) will not violate any provision of its articles of incorporation or bylaws, or other applicable organizational documents, or any amendment thereof, or constitute or result in breach of or default under or conflict with any statute or other law, or any order, regulation or ruling of any court or other tribunal or of any governmental or administrative agency; and (iv) will not violate any provision of, or constitute or result in a violation or breach of, or default under, or conflict with, any indenture, agreement, lease, instrument or other agreement to which such party is a party or by which it or its property or assets may be bound and affected.
39. Geo-Cx Limited Warranty
TEOPM warrants that Geo-Cx will materially conform to the Documentation (“Geo-Cx Warranty”). TEOPM shall not be liable, and the Geo-Cx Warranty shall not apply, if:
● Customer fails to materially perform any of its obligations under this Agreement, including, without limitation, failure to pay all applicable Subscription Fees when and to the extent due;
● Geo-Cx is provided to Customer during a Free Trial or during a Beta Offering;
● Customer accesses or uses Geo-Cx beyond the rights granted in this Agreement or a Subscription Plan purchase;
● The non-compliance of Geo-Cx results from changes to system settings, protocols, permissions, or any other act or omission of Customer that is outside of TEOPM’s reasonable control;
● Geo-Cx has not been properly used according to the Documentation or as instructed by TEOPM;
● Customer combines Geo-Cx with any other software, application, or systems not provided or approved in writing by TEOPM, and such combination or use is the cause of Geo-Cx’s failure to function properly; or
● Customer violates any applicable law.
For any breach of the Geo-Cx Warranty, TEOPM will correct or replace the applicable Geo-Cx functionality giving rise to a breach of the Geo-Cx Warranty. If TEOPM determines that it cannot correct or replace the applicable functions of Geo-Cx such that they conform to the Geo-Cx Warranty, TEOPM may: (i) provide a reduction in Subscription Fees applicable to the features or functions that do not conform to the Geo-Cx Warranty; or (ii) terminate this Agreement and refund all prepaid Subscription Fees to Customer for the remainder of the Subscription Period, if applicable. The foregoing are TEOPM’s sole obligations and Customer’s exclusive remedies for any breach of the Geo-Cx Warranty.
40. Disclaimer of Warranties
OTHER THAN THE GEO-CX WARRANTY SPECIFIED ABOVE, GEO-CX IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TEOPM DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT TEOPM KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE). TEOPM FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, TRADE USAGE, AND TRADE PRACTICE. TEOPM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT: (I) THE FUNCTIONS PERFORMED BY GEO-CX WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; (II) THE INFORMATION OR DOCUMENTATION PROVIDED THROUGH GEO-CX IS ACCURATE, CURRENT, OR COMPLETE; (III) GEO-CX IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE; (IV) THE OPERATION OF GEO-CX WILL BE UNINTERRUPTED OR ERROR-FREE; OR (V) ALL DEFECTS IN GEO-CX WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TEOPM OR ITS EMPLOYEES OR AGENTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF TEOPM’S OBLIGATIONS UNDER THIS AGREEMENT. CUSTOMER AGREES THAT ITS PURCHASE OF GEO-CX IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR DEPENDENT ON ANY ORAL OR WRITTEN COMMENTS OR COMMUNICATIONS MADE BY TEOPM UNLESS A DESCRIPTION OF SUCH FUNCTIONALITY OR FEATURES IS ATTACHED TO THIS AGREEMENT AND SIGNED BY BOTH PARTIES.
41. Customer Indemnification
Customer shall indemnify TEOPM and its Affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors, and assigns from and against any third-party claims, regulatory actions, losses, damages, or other liabilities that arise out of, result from, or relate to: (i) any dispute between Customer and an Authorized User; (ii) any dispute related to the use or misuse of Customer Data by any party who gains access to the Customer Data through the act or omission of Customer or an Authorized User; (iii) any breach by Customer of any covenant, representation, or warranty set forth in this Agreement; (iv) any infringing or illegal, or allegedly infringing or illegal material transmitted to or from Geo-Cx by Customer; (v) any data breach or unauthorized release of Customer Data resulting from the negligence of Customer or any Authorized User; (vi) the violation of any Authorized User of the Authorized User Agreement; or (vii) any violation by Customer or any Authorized User of any applicable law, rule, or regulation.
42. Intellectual Property Indemnification
TEOPM will indemnify Customer for all costs arising from any suit or proceeding alleging that Geo-Cx infringes the Intellectual Property Rights of a third party, provided that Customer: (i) gives TEOPM immediate notice in writing of such suit, proceeding, or threat; (ii) permits TEOPM control, through counsel of TEOPM’s choice, to defend and/or settle such suit; and (iii) gives TEOPM all necessary and reasonable information, assistance, and authority, at TEOPM’s expense, to enable TEOPM to defend or settle such suit. The above provision will not apply to, and TEOPM will have no liability or obligation for, any infringement arising from: (a) Customer’s or its Authorized Users’ use of Geo-Cx in violation of this Agreement or the Authorized User Agreement, as applicable; (b) any modification of Geo-Cx not provided by TEOPM or it’s authorized representatives; or (c) any combination of Geo-Cx with Third-Party Services to the extent that such combination is the primary cause of the alleged infringement. If the use of Geo-Cx is challenged by a third party, or if TEOPM wishes to minimize its potential liability, TEOPM may, at its sole option and expense and without any cost or harm to Customer: (i) procure for Customer the right to use Geo-Cx; (ii) modify Geo-Cx so that it no longer infringes but remains functionally equivalent; or (iii) terminate this Agreement and refund to Customer any prepaid and unused Subscription Fees.
43. Limitation of Liability
TEOPM SHALL NOT BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE FOR ANY: (I) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF BUSINESS); (II) INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; OR (IV) COST OF REPLACEMENT GOODS OR SERVICES. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER TEOPM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
44. Aggregate Liability
The total liability of TEOPM to Customer arising out of, in connection with, or relating to this Agreement will not exceed, in the aggregate for all such liabilities, the total amount of Subscription Fees paid by Customer to TEOPM during the twelve (12) month period immediately preceding the date of the most recent act or omission giving rise to TEOPM’s liability, if any. Customer releases TEOPM from all obligations, liabilities, claims, or demands in excess of the limitation. All claims arising out of this Agreement must be brought within twelve (12) months after Customer becomes aware of such claim.
45. Allocation of Risk
Customer acknowledges that TEOPM provides Geo-Cx in reliance upon the disclaimers of warranty, limitation of liability, and indemnification provisions in this Agreement and that the terms reflect an allocation of risk between Customer and TEOPM (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions of this Agreement form an essential basis of the bargain between Customer and TEOPM. If Customer is subject to laws that prohibit Customer from entering into the risk allocation set forth in this Agreement, then the terms will apply to the fullest extent permitted by applicable law, it being understood that the parties wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.
46. General Provisions
Entire Agreement. This Agreement and all referenced and incorporated agreements and documents comprise the entire agreement between the parties relating to Customer’s use and TEOPM’s provision of Geo-Cx and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.
Amendments. This Agreement may not be modified except in writing signed by a duly authorized representative of TEOPM and Customer; no other act, document, usage, or custom may amend or modify this Agreement.
Rights Cumulative. No right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy (unless such intent is expressly set forth in such provision). Every right and remedy shall be cumulative and in addition to any other right or remedy now or hereafter legally existing upon any default.
Waiver. No term or provision of this Agreement or any referenced and incorporated agreement or document shall be waived, and no breach excused unless such waiver is in writing and signed by the party that has given such waiver.
Severability. If any provision of this Agreement or any referenced and incorporated agreement or document is held invalid or unenforceable by any court of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid, and enforceable provision. The remainder of this Agreement shall continue in full force and effect to the extent that continued operation under this Agreement without the invalid or unenforceable provision is consistent with the parties’ intent.
Assignment. Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of TEOPM. No consent is required for an assignment made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of TEOPM. This Agreement binds and inures to the benefit of the parties and their successors and assigns.
Independent Contractors. Customer and TEOPM are independent contractors, and nothing in this Agreement creates a partnership between or joint venture of the parties, nor shall either party be deemed the agent of the other party or have the right to bind the other party in any way without the prior written consent of such party.
Injunctive Relief. The parties acknowledge that a breach of the Sections of this Agreement entitled ‘Proprietary Rights,’ ‘Promotional Rights,’ or ‘Confidentiality’ could cause irreparable injury that may not be adequately compensated in monetary damages. The non-breaching party is entitled to equitable relief, including preliminary and permanent injunctions.
Arbitration. For any dispute with TEOPM, Customer agrees first to contact TEOPM at support@geo-cx.com and attempt to resolve the dispute informally. If Customer and TEOPM are unable to resolve the dispute informally, each agrees that any controversy or claim arising out of or relating to this Agreement (except for actions seeking injunctive relief) shall be settled by binding arbitration in accordance with the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator selected by the parties no later than ten (10) days after delivery of the demand for arbitration or, failing such agreement, appointed pursuant to the Commercial Rules of the AAA. The arbitration shall be conducted in Phoenix, Arizona, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.
Governing Law. The laws of the United States and the State of Arizona shall govern this Agreement without regard to principles of conflict of laws. Any dispute between the parties excluded from the arbitration provision or that cannot be heard in small claims court shall be resolved in the United States District Court for the District of Arizona, and Customer submits to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Arizona, then the exclusive forum and venue for any action shall be the courts of the State of Arizona, located in Maricopa County, and Customer submits to the personal and exclusive jurisdiction of those courts. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement.
Notices. All notices given to a party under this Agreement shall be in writing (including electronic), deemed given when received, and sent to the email or physical address specified in a Subscription Plan purchase or registered under Customer’s Customer Account. Customer is responsible for ensuring that the email and/or physical address stored on its Customer Account is accurate and current and agrees that any notice sent to such email or physical address is proper and binding notice. Customer may provide notice to TEOPM by email or request a physical address for delivery of notice by emailing TEOPM at support@geo-cx.com.
Technology Export. Customer shall not, and shall ensure that its Authorized Users do not, export Geo-Cx or otherwise access it from a country other than the country where it was delivered except in compliance with all applicable laws and regulations. Customer shall not permit any third party to access or use Geo-Cx in a country subject to a United States embargo or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Department of Commerce Denied Person’s List or Entity List.
Anti-Corruption. Neither party has promised, made, or received any bribe, kickback, payment, or transfer of value from or to the other party's directors, officers, employees, agents, or representatives in connection with this Agreement.
Government Agencies. Geo-Cx and the associated Documentation are “commercial items” as defined in FAR 2.101 comprised of “commercial computer software” and “commercial computer software documentation,” as those terms are used in FAR 12.212. Whether Customer is the United States government or a department or agency thereof, Customer acquires only those rights in Geo-Cx and associated Documentation provided in this Agreement.
Force Majeure. Neither party shall be liable for any failure or delay in its performance under this Agreement or any addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance.
Survival. Any provision of this Agreement that contemplates performance after the expiration or earlier termination of this Agreement or which expressly states that it survives termination of this Agreement shall survive expiration or termination and continue in full force and effect until satisfied.
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