TERMS AND CONDITIONS

Protecting your Information Matters

LAST UPDATED: 22OCT22

 

By clicking on the “SIGN UP” button, you unconditionally agree to subscribe to the Software as a  Service services (“Services”) offered by GEORA, LLC.(“GEORA”) with effect from the Effective  Date (as defined below), upon the terms and conditions set forth hereunder. 

 

1. SCOPE. GEORA hereby agrees that, as on and with effect from the Effective Date, GEORA  shall grant to you a non-transferable, non-exclusive, revocable and limited right to access  GEORA’s proprietary software(s), namely, ‘GEORA’ (“Software”) by way of its Services through  your internet connection or proprietary telecommunications line(s) for your internal business  purposes. 

 

2. ACCEPTABLE USE. While availing of the Services, you shall not: (i) transmit content that  violates the privacy, intellectual property or other proprietary rights of GEORA or any other  party; (ii) transmit viruses, trojan horses, worms, malicious code, or other harmful or destructive  content; (iii) violate this Agreement, or any applicable law; (iv) attempt to probe, scan, test, re engineer or violate the security features of the Services or of any associated system or network,  or to obtain unauthorized access to materials or other information stored thereon; (v) attempt  to sell, resell, transfer, assign, license, sublicense, pledge, lease, rent, distribute, timeshare, or  share or otherwise commercially exploit or make the Services available to or for the benefit of  any third party, other than the bonafide End-Users of its offerings; (vi) attempt to interfere with  or disrupt the integrity or provision of the Services or the data contained therein; (vii) exploit or  present minors in a sexual way, or promote adult sexual services, representing a private person  offering to trade or sell drugs, firearms, or other hazardous materials, including any indication of  promotion of hate speech; (viii) remove any copyright, trademark, or other proprietary notices  from any portion of the Services; (ix) use meta tags, hidden text or metadata with GEORA’s  trademark, logo, URL or product name without GEORA’s prior written consent; (x) use GEORA’s  user information to forge any TCP/IP packet header or any part of the header information in any  email or newsgroup posting, or in any way use the Services to send altered source-identifying  information; (xi) share the login credentials used for availing the Services with any third party;  and/or (xii) attempt to interfere with the use of the Services, whether directly or indirectly, by  any other manner not expressly mentioned above. 

 

3. COMPLIANCES. You hereby agree to comply with, and cause your users (each, an “End-User”)  to comply with the terms hereof. In case of any breach of any applicable security, integrity or  privacy requirements, you shall bring the same to the attention of GEORA, so that appropriate  remedial action, if any, can be undertaken. You also agree to indemnify, defend and hold  harmless GEORA against any misuse of the Services, either by you or by any of the End-Users, or  in the event of any breach of any applicable security, integrity or privacy laws or regulations,  either by you or by any of the End-Users. You shall be solely responsible for making backup  copies of any and all content uploaded while availing of the Services and accordingly, GEORA  shall not be liable for any loss of or damage to such content.

 

4. FEES. You agree to pay GEORA the fees according to the specified plan and Services being  availed by you. Such fees are exclusive of all applicable taxes in any jurisdiction, which shall be  borne by you at actuals. However, taxes accruing on GEORA’s income shall be borne by GEORA.  All payments shall be made in advance. Delay or failure to pay the agreed fees shall be a ground  for suspending or terminating the Services, without any further notice. 

 

5. MODIFICATIONS TO SYSTEM & UPDATES. GEORA may, in its sole discretion reengineer its  network components and/or change the location of its hosting centers. GEORA may also modify  and/or replace technology and/or service architectures, without adversely impacting the  Services. In addition, thereto, GEORA may, from time to time, provide enhancements or  improvements to the features/functionality of Services, which may include patches, bug fixes,  updates, upgrades and other modifications (collectively, "Updates"). Such Updates may modify  or delete certain features and/or functionalities of the Services. To this end, you hereby agree  that GEORA has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any  particular features and/or functionalities of Services to you and/or the End-Users. You further  agree that all Updates will be: (i) deemed to constitute an integral part of the Services, and (ii)  subject to the terms of this Agreement. 

  

6. SALE OF GEORA HARDWARE. In the event you are desirous of procuring GEORA’s hardware pertaining to, including without limitation, beacon or near-field communication technology (each, a “Product”), you shall place an order on GEORA’s website and GEORA shall supply such  Products on terms and conditions mutually agreed between GEORA and you (unless otherwise  specifically provided for herein). Shipments of the Products shall be made FCA (Incoterms 2010)  GEORA’s or its affiliate’s facility (“Point of Origin”). Notwithstanding the foregoing, title to the  Products and risk of loss will pass you upon delivery to the carrier at the Point of Origin. For  shipments outside the United States of America, you shall be responsible for clearing the Product shipment for import and shall pay applicable duties, taxes and other charges, if any, upon import. You acknowledge and agree that the scheduled shipment dates mentioned in the  invoice, if any, are purely indicative, and GEORA shall not liable for any loss, damage or penalty  on account of such delay. If the Products supplied by GEORA do not function according to its  specifications and any documentation provided thereto, then you may contact GEORA via the  contact information provided herein within 15 days of delivery of the concerned Product, failing  which, the Products delivered shall be deemed accepted by you. For such non-conforming  Products, GEORA may, your option, arrange for either: (i) replacement of the Products within a  commercially reasonable time period; or (ii) a refund of the amounts paid for the Products, less  shipping costs. 

 

7. THIRD PARTY INTERACTIONS. The Services may contain links to third party websites (“Third  Party Websites”), applications (“Third Party Apps”) and advertisements (“Third Party  Advertisements”) (collectively, “Third Party Websites & Advertisements”). The Third-Party  Websites & Advertisements are not under the control of GEORA and shall be accessed by you  and/or the End-Users at your risk. You and/or the End-Users shall be bound by terms of use  associated with such Third-Party Websites & Advertisements. You acknowledge and agree that  GEORA shall not be responsible or liable for: (i) the availability or accuracy of such Third-Party Websites & Advertisements or any other resources; or (ii) the content, products, or services on  or available from such Third-Party Websites & Advertisements or resources. 

 

8. ACCOUNT ACCESS. To enable the provision of the Services, you and/or End-User shall  register for and maintain an active account (“Account”). Each End-User must participate in  information based on the legal registered age upon account creation. GEORA shall, in no manner  whatsoever, be liable for any violation of the foregoing. You and/or End-User shall be responsible  for all activity that emanates from your Account and End-User’s Account, as the case may be. 

 

9. YOUR/END-USER REQUIREMENTS & CONDUCT. You hereby agree to not modify, create  derivative works of, decompile or otherwise attempt to extract the underlying source code and  object code pertaining to the Software. You shall ensure that you and your End-Users will not  upload, share, or otherwise distribute any electronic data, text, messages or other materials,  including personal data of such End User submitted in connection with your use and/or End User’s use of the Service(s) (“Service Data”) in violation of Clause 2 above. GEORA has the right  at its sole discretion to remove any Service Data of any kind that, in its judgment, does not  comply with the terms hereof and/or any other rules of user conduct, or is otherwise harmful,  objectionable, or inaccurate. GEORA shall not be responsible for any failure or delay in removing  such content. 

 

10. SUPPORT. By creating an Account, you agree that GEORA may send you and/or the End Users email communications necessary to give effect to the terms hereof. You and/or the End User may opt-out of receiving such. You acknowledge that opting out of such communication  may impact your and the End-Users use of the Services. GEORA shall provide such support and  information as you and/or the End-User may require in the course of availing of the Services,  defining specific use-cases. The support may be provided via phone and/or email, the contact  details whereof shall be shared separately with you and each End-User. 

 

11. INTELLECTUAL PROPERTY RIGHTS. GEORA and/or its licensors own worldwide intellectual  property rights in the: (a) Software and user interfaces used for providing the Services; (b)  Products; (c) SDK; and (b) all trademarks, service marks and logos of GEORA. Except for the right  to access the Services as expressly set forth herein and/or the Purpose, no right or license is  granted hereunder with respect to the GEORA IP. Further, you shall not, and shall not permit a  third party to: (a) use, copy, adapt, modify or create derivative works of the GEORA IP; (b) where  applicable, reverse-engineer, disassemble, or decompile the GEORA IP or otherwise attempt to  determine its underlying source code; (b) sell, lease, sublicense, rent, lend or provide any portion  of the GEORA IP to any third party or allow the use of the GEORA IP by, or for the benefit of any  person other than your End-Users. 

  

12. OWNERSHIP OF CLIENT DATA. GEORA may collect personal information about you and/or  End-Users (“Client Data”) for the sole purpose of providing the Services. Subject to the provisions  of this Clause 12, you or the End-User (as the case may be) retain ownership of and control over  the Client Data GEORA collects through the provision of the Services, and in no event  whatsoever shall GEORA share such Client Data, or use such Client Data for the benefit of GEORA’s other customers. You hereby expressly grant, and you represent and warrant that you  have all rights necessary to grant, to GEORA a nonexclusive, royalty-free, worldwide license  during the subsistence of this Agreement to use, transmit, distribute, modify, reproduce, display,  and store the Client Data for the purposes of: (i) providing the Services as contemplated herein;  and (ii) enforcing GEORA’s rights hereunder. 

 

13. USE OF CLIENT DATA. Notwithstanding anything to the contrary herein, you hereby  specifically agree that GEORA may collect, analyze, and use Client Data and data derived thereof,  including de-identified, aggregated or anonymized Client Data, for purposes of operating,  analyzing, improving, or marketing the Services. If GEORA shares or publicly discloses  information (e.g., in marketing materials, or in application development) that is derived from  Client Data, such data will be aggregated or anonymized to reasonably avoid identification of a  specific End-User. You hereby further agree that GEORA will have the right, both during and after  the subsistence of this Agreement, to use, store, transmit, distribute, modify, copy, display,  sublicense, and create derivative works of the anonymized, aggregated data. 

 

14. SERVICE USAGE DATA. For the sole purpose of providing and improving the Services, GEORA may collect and use data relating to the usage of the Services, including without limitation  monitoring and analyzing usage and traffic patterns of its websites and Services. Such usage  data: (a) is not Client Data; (b) does not include any personal information about you or the End Users; and (c) is owned by GEORA. 

 

15. CONFIDENTIALITY & PRIVACY. Any data and information, whether written, oral or visual,  which comes into the possession or knowledge of you or GEORA in connection with the Services  shall be treated as confidential and shall not be disclosed to others, except with due consent, or  as may be required by law, or as may be required to be disclosed on a ‘need-to-know’ basis for  providing the Services. You and GEORA shall comply with your respective obligations under  applicable laws pertaining to any personal data processed in connection with the Services, as  amended or re-enacted from time to time. You hereby undertake that you will comply with the  applicable laws in respect of the data collected and used by you, while availing of the Services.  Collection and use of personal information by GEORA in connection with the provision of the  Services will be governed by the terms set out in GEORA’s Privacy Policy. 

  

16. WARRANTY DISCLAIMER. GEORA hereby disclaims all express and implied warranties,  including, without limitation, any implied warranties of merchantability, fitness for a particular  purpose, non-infringement or any warranty arising from the course of performance or course of  dealing. GEORA does not warrant that the services and/or usage of the products will be free of  interruptions, errors, bugs, viruses or security problems or that they will meet your and/or the  end-user’s requirements. you agree that the entire risk arising out of your and the end-user’s use  of the services and/or products, and any service requested in connection therewith, remains  solely with you, to the maximum extent permitted under applicable law. 

 

17. INDEMNITY. You hereby agree to defend, indemnify and hold GEORA, its affiliates,  subsidiaries, directors, officers, employees, agents, partners and licensors (each, an “Indemnified Party”) harmless from and against any claim, disputes or demand, including reasonable  attorneys’ fees, made by a third party, relating to, or arising from: (A) violation by you and/or the  End User of any applicable law and/or third party right, including without limitation to any right  to privacy, publicity rights or intellectual property rights; and/or (B) wrongful or improper use of  the Services and/or the Products by you and/or the End User. The indemnification obligation set  forth above will survive the termination or expiration of this Agreement. 

 

18. GEORA INDEMNITY. GEORA hereby agrees to defend, indemnify and hold you, your directors,  officers and/or employees harmless from and against any claims, disputes or demands, including  reasonable attorneys’ fees, made by a third party, relating to, or arising from GEORA’s violation  of any third party’s intellectual property right (“Third Party IP Claim”). Notwithstanding the  foregoing, GEORA shall have no liability or obligation hereunder with respect to any Third Party  IP Claim arising directly or indirectly from: (a) any modification or unauthorized use of the  deliverables provided by GEORA in connection with the Services (“Deliverables”); or (b) any  breach of this Agreement by you and/or End-User(s). If the provision of the  Services/Deliverables/Products become the subject matter of any Third Party IP Claim that does  not fall within the aforesaid exclusions, GEORA may, at its option: (i) obtain for you the right to  continue using the affected portion of the Deliverables/Services/Products; or (ii) replace or  modify the affected portion of the Deliverables/Services/Products. If either of the aforesaid  options are not reasonably available, GEORA may immediately terminate this Agreement by  giving a prior written notice of 15 (fifteen) days to you. This paragraph states GEORA’s sole and  exclusive liability with respect to any infringement (whether actual or alleged) of intellectual  property rights by the provision of Services and/or use of the Deliverables and/or Products. 

 

19. EXCLUSION & LIMITATION OF LIABILITY. In no event will GEORA or its affiliates, licensors or  subcontractors be liable, whether in contract, tort (including negligence), breach of a statutory  duty or otherwise, for any: (i) pure economic loss; (ii) loss of actual or anticipated profits; (iii) loss  of business; (iv) loss of anticipated savings; (v) loss of business opportunity; (vi) loss of  reputation, depletion of brand value, loss of goodwill or like loss; (vii) loss, theft or corruption of  data; or (viii) indirect, special and consequential losses arising out of or in connection with the  services, even if advised of the possibility of such losses. GEORA’s entire liability arising out of or  in connection with the services, whether in contract, tort (including negligence), breach of  statutory duty or otherwise, is limited to and shall not exceed: (a) the fees actually paid to  GEORA for the services for a period of 3 (three) months prior to the date on which the claim  arose; or (b) the price paid for the non-conforming products wherefrom a claim arose. 

 

20. TERM, RENEWAL & TERMINATION. The Services shall commence from the date of receipt of  your payment to GEORA (“Effective Date”) and will continue to be in effect for the term  mentioned in the specified plan or Services availed by you (including any auto-renewed term  thereof) unless otherwise terminated or cancelled by you or GEORA. You or GEORA may  terminate this Agreement at any time by providing a prior written notice of 30 days to the other  party. GEORA may suspend or terminate the Services for non-payment of fees, or violation of the  terms of this Agreement, or if your and/or an End-User’s use of the Services and/or Products  poses a risk to or will be damaging or disrupting to the systems or data of GEORA or other users/client. Upon termination for any reason, (i) GEORA shall disable your and/or the End-User’s  access to the Services and destroy any of your data that may be in the systems providing the  Services; (ii) any amounts due and payable by you to GEORA shall be payable forthwith; and (iii)  GEORA shall not be liable to refund any amounts paid by you as advance for the Services and/or Products. 

 

21. MISCELLANEOUS PROVISIONS  

  

21.1 FORCE MAJEURE. Neither you nor GEORA will be in default if your or its failure to  perform any obligation hereunder (other than any payment obligation) is caused by  supervening conditions beyond your or its reasonable control, including without limitation,  acts of God, civil commotion, strikes, labour disputes, internet service disruptions or  slowdowns, vandalism or “hacker” attacks, or governmental demands or requirements, and if  such event continues for at least 10 calendar days, then either you or GEORA may terminate  this Agreement without incurring additional liability. 

 

21.2 ASSIGNMENT. Neither you nor GEORA shall assign or transfer any of the rights or  responsibilities set forth herein without the prior written consent of the other party hereto,  and any purported attempt to do so shall be deemed void. 

 

21.3 NOTICES. In any case where a notice or another form of communication is to be given or  made pursuant to any provision of this Agreement, such notice or communication shall be  issued to the email provided by you in your order. Either party may, at any time change, the  above mentioned address by giving written notice of such change of address to the other  parties. 

 

21.4 SURVIVAL. Your or GEORA’s obligations under this Agreement, which by their nature  would continue beyond the termination, cancellation or expiration of this Agreement shall  survive termination, cancellation or expiration of this Agreement. 

 

21.5 WAIVER. Your or GEORA’s failure to exercise any of its rights hereunder shall not  constitute or be deemed a waiver or forfeiture of any such rights. 

 

21.6 ENTIRE AGREEMENT. This Agreement is the entire agreement between you and GEORA as to the matters set forth herein and supersedes any such prior agreement or  communication. Any subsequent waiver or modification of this Agreement, or any part of it,  shall only be effective if reduced to writing and signed and dated by you and GEORA. 

 

21.7 SEVERABILITY. If any provisions of this Agreement become invalid, the validity of the  remaining provisions shall not be affected. 

 

21.8 GOVERNING LAW & JURISDICTION. The Agreement shall be governed by and construed  in accordance with the substantive laws of the State of Pennsylvania and the courts at Allegheny County, PA shall have exclusive jurisdiction