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Terms of Service for GeoFease LLC
Terms of Service Last modified on January 2020 Thank you for selecting the Services offered by Geofease LLC and/or its subsidiaries and affiliates (referred to as "Geofease "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Geofease. By accepting electronically (for example, clicking "Continue"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. GENERAL TERMS 1. AGREEMENT This Agreement describes the terms governing your use of the Geofease online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference: • The Geofease privacy Statement provided to you in the Services available on the website or provided to you otherwise. • Additional Terms and Conditions, which may include those from third parties. • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc. 2. YOUR RIGHTS TO USE THE SERVICES 2.1 Copyright The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Geofease. Geofease reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Geofease grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. 2.2 Prohibitions You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not: • Provide access to or give any part of the Services to any third party. • Reproduce, modify, copy, deconstruct, sell, trade or resell the Services. • Make the Services available on any file-sharing or application hosting service. • Access the Service through an automated program, application, service or tool with the exception of permitted third-party integrations. • Programmatically automate the manipulation or use of the Service. 3. PAYMENT For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Geofease or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services: a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services. b. You must pay with one of the following: 1. A valid credit card acceptable to Geofease; 2. A valid debit card acceptable to Geofease; 3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or 4. By another payment option Geofease provides to you in writing. c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services. d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. e. Geofease will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement. f. Additional cancellation or renewal terms may be provided to you on the website for the Services. 4. USE WITH YOUR MOBILE DEVICE Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Geofease MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: i. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; ii. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND iii. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. 5. YOUR PERSONAL INFORMATION You can view Geofease' Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Geofease Privacy Statement, and any changes published by Geofease. You agree that Geofease may use and maintain your data according to the Geofease Privacy Statement, as part of the Services. You give Geofease permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other Geofease services. For example, this means that Geofease may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. 6. CONTENT 6.1 You are responsible for your content. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through your use of the Services. You grant Geofease a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Geofease is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to: a. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law; b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy; c. Except as permitted by Geofease in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; d. Virus, trojan horse, worm or other disruptive or harmful software or data; and e. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner. 6.2 Community Forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public ("Community Forum"). Geofease does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which Geofease is not responsible. 6.3 Geofease may freely use feedback you provide. You agree that Geofease may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Geofease a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Geofease in any way. 6.4 Geofease may monitor your Content. Geofease may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Geofease or its customers, or operate the Services properly. Geofease, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. 7. ADDITIONAL TERMS 7.1 Professional Advice Geofease does not give professional advice. Unless specifically included with the Services, Geofease is not in the business of providing engineering, legal, financial, accounting, tax, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance. 7.2 Other Services We may tell you about other Geofease services. You may be offered other services, products, or promotions by Geofease ("Geofease Services"). Additional terms and conditions and fees may apply. With some Geofease Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Geofease permission to use information about your business and experience to help us to provide the Geofease Services to you and to enhance the Services. You grant Geofease permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Geofease permission to share or publish summary results relating to research data and to distribute or license such data to third parties. 7.3 Communications. Geofease may be required by law to send you communications about the Services or third party products. You agree that Geofease may send these communications to you via email or by posting them on our websites. 7.4 Passwords & Updates You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Geofease if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates. 7.5 Links to Third Party Sites Links that let you leave Geofease' site are not under the control of Geofease. Geofease is not responsible for the content of any linked site or any link contained in a linked site, or changes or updates to linked sites. Geofease is providing these links as a convenience to you and the inclusion of any link does not imply endorsement by Geofease of the linked site. 8. DISCLAIMER OF WARRANTIES 8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEOFEASE, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. GEOFEASE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. 8.2 GEOFEASE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. 9. LIMITATION OF LIABILITY AND INDEMNITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF GEOFEASE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE BILLING PERIOD PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, GEOFEASE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: A. INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; B. DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET GEOFEASE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF GEOFEASE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF GEOFEASE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. You agree to indemnify and hold Geofease and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Geofease reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Geofease in the defense of any Claims. 10. CHANGES We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes. 11. TERMINATION Geofease may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Geofease' rights to any payments due to it. Geofease may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated. 12. EXPORT RESTRICTIONS You acknowledge that the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly. 13. GOVERNING LAW Hawaii state law governs this Agreement without regard to its conflicts of laws provisions. 14. GENERAL This Agreement, including the Additional Terms below, is the entire agreement between you and Geofease and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Geofease. However, Geofease may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Geofease or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Geofease via an email to: looplinksupport@dandelionenergy.com. ADDITIONAL TERMS AND CONDITIONS Your use of the following Services provided by Geofease are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms "you" or "your" will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative. 1. SERVICES Each of the following products and services are referred to in this Agreement as a "Service" and together as the "Services": Geofease 1.1 Modification to Services We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the email address associated with your account. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide you with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes. 2. PROJECT ACCESS 2.1 Technical Support Access Geofease technical support providers are capable of viewing any and all projects in the system in read-only mode. This is a product support feature only. Geofease staff cannot and will not modify a user project directly. 3. SUBSCRIPTION. 3.1 Payment for Services The Services are currently licensed for use with monthly or annual subscription fees. Geofease reserves the right to change this policy at any time. 3.2 Subscription Cancellation You may cancel your subscription at the end of your subscription contract. If you do not cancel Geofease may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Geofease has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Geofease is not responsible for providing you with unrestricted access to your Content or the Services after any cancellation or termination of this Agreement. 4. ACCOUNT FEATURES 4.2 Beta Features From time to time, we may include new or updated beta features in the Services ("Beta Features"). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk. 4.3 Add-Ons & Integrations Features, tools and integrated services that compliment ("Add-Ons & Integrations") but are not part of the core Service may be made available within this service. These Add-Ons & Integrations may require additional payments and terms/conditions of use not included within this agreement. Subscription to this Service does not entitle you to access or use of any Add-Ons & Integrations. 5. DATA 5.1 Personal Data If you are providing data to us that is not personal to you, you agree that you have either provided the owner of such personal data notice or received permission from the owner of such personal data, as required by applicable law, for us to: (a) use or disclose the data in accordance with our Privacy Policy, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, (c) provide the data to Third Party Products that you approve, and (d) otherwise use and disclose the data in accordance with this Agreement. You acknowledge and agree that Geofease may provide data in your account to any Teammates to which that data is applicable. 5.2 Public Content As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data ("Account Content") with other Users, other Geofease customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User's Account Content, you understand and agree that the Account Content is being provided by the User, and not Geofease. Geofease is not responsible in any way for your use of the Account Content. 6. OTHER PRODUCTS AND SERVICES 6.1 Third Party Products By using these Services, you agree that we may market to you or offer you access to products or services from third parties ("Third Party Products"). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Geofease is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not Geofease, are solely responsible for their own actions or inactions. Geofease is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Geofease or any other party or in furtherance of criminal, fraudulent or other unlawful activity. 6.2 Service Providers We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a "Service Provider"). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services. 6.3 Physical Goods Physical goods purchased through the Services that require delivery will be shipped within seven (7) business days from the date of order. If we are unable to supply you with the purchased item(s) within that time frame, we will attempt to contact you to disclose the circumstances and give you the opportunity to choose to wait for the item(s) or to cancel your order. If we are unable to contact you within seven (7) business days, your order will be cancelled and the purchase price refunded. 7. COMMUNICATION SERVICES We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services ("Communication Services"). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to Geofease' use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Geofease' systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services. 8. MANUFACTURER VERSIONS You may be accessing this service through a 'Manufacturer Version' ('MV') which is a customized version of the service offered separately by the Manufacturer contracting ("Manufacturer") for the MV. Manufacturer Versions do not constitute an endorsement by Geofease of the Manufacturer. Nor does the existence of a Manufacturer Version imply ownership or partnership between either Geofease and a Manufacturer. 8.1 Transferability of Accounts Accounts cannot be transferred between versions. 8.2 Multiple Accounts Users may elect to hold accounts with as many versions of the service as they see fit. Each account is an independent billable unit containing projects and data that can not be traded or transferred between accounts.
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