These Terms along with any applicable special terms, govern the relationship between geOps AG, Solothurnerstrasse 235, 4600 Olten, Switzerland ("geOps") and you, our customer (“Customer” or “You”). By using our sites mapset.ch, mapset.io, geops.com and developer.geops.io, services provided on these sites or data and map content we make available to you through the services (collectively, "Services"), you agree to be bound by the following Terms of Service, as updated from time to time (collectively, the "Terms"). Please read them carefully. If you don’t agree to these Terms, you may not use the Services.
These Gerneral Terms apply to all products. For specific Products, additional terms may apply alongside these General Terms (“Special Terms”). In case of any conflict between these General Terms and any Special Terms, the Special Terms shall prevail. Any specific agreement between you and us has priority over these General Terms and Special Terms.
As of this moment, there are following Special Terms:
- In order to use most Services, you must register for or authenticate into a geOps account.
- When you use our Services and application program interfaces (APIs), each request to an API must include one of your account's unique API keys. When using our services through User Interfaces provided by us, each action is automatically associated with your account, so you do not have to care about any API keys.
- Please carefully guard the security of your account. If you created API keys to call our services, you must monitor the use of your keys. You are responsible for all use of the Services under your account, whether or not authorized, including any use of your API keys. At our discretion, we may make limited exceptions to this policy for unauthorized use of your account if you notify us of the problem promptly.
- You must be 13 years or older to use the Services. By registering as a user or providing personal information on the site, you represent that you are at least 13 years old.
- If you are entering into this agreement on behalf of your company or another legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" will mean the entity you represent.
- Subject to these Terms and our Service Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license and right to: (i) use the Services to develop online services and online, desktop, or mobile applications; (ii) make the Services available to one or more distinct human users (i.e., natural persons) that can access any Licensed Application ("End Users") in connection with their use of your online services and online, desktop, or mobile applications.
- Contact us if you are looking for individually-tailored offers.
End Users and notification
- You may not allow your End Users or other third parties to use the Services in any way that would be a violation of these Terms, and you agree to take reasonable efforts to prevent such use. You agree to promptly notify geOps in writing if you become aware of any misappropriation or unauthorized use of the Services.
Charges and payment
- You agree to pay all fees owed for your use of the Services (your “Order”), as calculated by our records based on our publicly available pricing. All charges are non-refundable unless expressly prohibited by applicable law. We may charge your credit card on an recurring basis for any amounts that you owe us, some of which may require advance payments.
- Late payments may bear interest at the rate of 1% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting such delinquent amounts.
- We are not responsible for any bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by geOps. Currency exchange settlements will be based on agreements between you and the provider of your credit card.
- Our listed fees do not include taxes, and you agree to pay all sales/use, gross receipts, value-added, GST, personal property or other tax (including any interest and penalties) with respect to the transactions and payments under these Terms, other than taxes based on our net income, employees or real property. You agree to work with us to help us obtain any necessary withholding or royalty tax exemptions where applicable.
- Notwithstanding the foregoing, all payments made by you to us under these Terms will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us after such deduction or withholding, will be equal to the full amount that we would have received if no deduction or withholding had been required. The payment of any taxes, charges or fees required to be deducted or withheld from payments due to us, and the filing of any information or tax returns with respect thereto, shall be your responsibility. Upon your reasonable request, we will provide you with any existing tax forms in our possession that would reduce or eliminate the amount of any such withholding or deduction for taxes.
- You retain ownership of all content that you contribute to the Services via these services ("Your Content").
- Limited to the purpose of hosting Your Content so that we can provide the Services to you, you hereby grant geOps a non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable right and license to (and to engage service providers to) use, copy, cache, publish, display, distribute, modify, create derivative works, and store Your Content. This right and license enables geOps to host and mirror your content on its distributed platform. You warrant, represent, and agree that you have the right to grant GEOPS these rights.
- On termination of your account, geOps will make reasonable efforts to promptly remove from the site and cease use of Your Content; however, you recognize and agree that caching of or references to the content may not be immediately removed.
Our content and third party content
- Other than Your Content, all content displayed on the site or accessible through the Services, including text, images, maps, software or source code, are the property of GEOPS and/or third parties and are protected by Swiss and international intellectual property laws. Logos and product names appearing on or in connection with the Services are proprietary to geOps or our licensors. You may not remove any proprietary notices or product identification labels from the Services.
Account cancellation or suspension
- You may cancel your account at any time. However, we do not give pro-rated refunds for unused time if you cancel during the middle of a billing cycle.
- If you breach any of these Terms, we may immediately without notice cancel or suspend your account and the limited license granted to you hereunder automatically terminates, without notice to you. Upon termination of the limited license, you agree to immediately destroy any materials downloaded from the Services. In addition, GEOPS may cancel or suspend your account for any reason by providing you 30 days' advance notice.
- Upon cancellation or suspension, your right to use the Services will stop immediately. You may not have access to data that you stored on the site after we cancel or suspend your account. You are responsible for backing up data that you use with the Services. If we cancel your account in its entirety without cause, we will refund to you on a pro-rata basis the amount of your payment corresponding to the portion of your service remaining right before we cancelled your account.
Changes to services or terms
- We may change the features and functions of the Services, including APIs. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current APIs. We attempt to avoid changes to our APIs that are not backwards compatible, but such changes may occasionally be required. If that happens, we will use reasonable efforts to notify you prior to deploying the changes.
- You agree to indemnify and hold harmless GEOPS and its subsidiaries, affiliates, officers, agents, partners, and employees from any claim or demand, including reasonable attorneys' fees, arising out of:
- Your use of the Services;
- Your violation of these Terms;
- Your End Users’ use of the Services in or through an application or service you provide;
- Content you or your End Users submit, post to, extracts from, or transmit through the Services.
- “As is," "as available" and "with all faults." YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND ITS SOFTWARE, SERVICES, MAPS, AND OTHER CONTENT, INCLUDING ANY THIRD-PARTY SOFTWARE, SERVICES, MEDIA, OR OTHER CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GEOPS DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GEOPS OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
- Website operation. GEOPS DOES NOT WARRANT THAT THE SERVICES, INCLUDING ANY SOFTWARE, SERVICES, MAPS, OR CONTENT OFFERED ON OR THROUGH THE SITE OR ANY THIRD PARTY SITES REFERRED TO ON OR BY THE SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
- Non-GEOPS content. WHEN USING THE SERVICES YOU MAY BE EXPOSED TO USER SUBMISSIONS AND OTHER THIRD PARTY CONTENT ("NON-GEOPS CONTENT"), AND SOME OF THIS CONTENT MAY BE INACCURATE, OFFENSIVE, INDECENT, OR OTHERWISE OBJECTIONABLE. WE DO NOT ENDORSE ANY NON-GEOPS CONTENT. UNDER NO CIRCUMSTANCES WILL GEOPS BE LIABLE FOR OR IN CONNECTION WITH THE NON-GEOPS CONTENT, INCLUDING FOR ANY INACCURACIES, ERRORS, OR OMISSIONS IN ANY NON-GEOPS CONTENT, ANY INTELLECTUAL PROPERTY INFRINGEMENT WITH REGARD TO ANY NON-GEOPS CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY NON-GEOPS CONTENT.
- Accuracy. GEOPS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY THIRD PARTY SITES REFERRED TO ON OR BY THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
- Harm to your computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN SOFTWARE, SERVICES, MAPS, OR CONTENT THROUGH THE SITE OR ANY THIRD PARTY SITES REFERRED TO ON OR BY THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.
- Jurisdiction. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
Limitation of liability
- Limitation of liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING NEGLIGENCE, SHALL GEOPS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SERVICES OR THE SITE, INCLUDING SOFTWARE, SERVICES. MAPS, CONTENT, USER SUBMISSIONS, OR ANY THIRD PARTY SITES REFERRED TO ON OR BY THE SITE, EVEN IF GEOPS OR A GEOPS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of damages. IN NO EVENT SHALL THE TOTAL LIABILITY OF GEOPS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS THE SERVICES OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100 USD) OR FEES PAID OR PAYABLE TO GEOPS IN THE TWELVE MONTHS PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
- Claim period. YOU AND GEOPS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF THESE TERMS OR RELATED TO GEOPS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- You agree to keep the contact information associated with your geOps account current and complete.
- You may not encourage others to violate these Terms, including by selling products or services that would violate these Terms if the products or services are used in their intended manner.
- You may not take any action that improperly decreases the fees that you owe us (e.g., create multiple accounts for the purpose of not exceeding the monthly free usage credits). In the event that we discover any such misuse, you agree that we may (in addition to all other remedies) charge you for all fees that you should have paid if you had not improperly used our Services.
- Upon written notice to you, we may (or may appoint appoint a nationally recognized certified public accountant or independent auditor to) audit your use of the Services and geOps Software to ensure it is in compliance with these Terms. Any audit will be conducted during regular business hours, no more than once per 12-month period and upon at least 30 days’ prior written notice (except where we have reasonable belief that a violation of these Terms has occurred or is occurring), and will not unreasonably interfere with your business activities. You will provide us with reasonable access to the relevant records and facilities.
- You shall not assign these Terms or any right, interest or benefit hereunder without the prior written consent of GEOPS, which may be withheld for any reason or no reason at all. geOps may assign (i) these Terms to an affiliate, (ii) these Terms or any right, interest or benefit hereunder to a third party in connection with a collection proceeding against you, and (iii) these Terms in their entirety to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of that party’s business or assets to which these Terms relate. These Terms shall benefit GEOPS and its successors and assignees.
- These Terms are governed by and construed in accordance with the laws of Switzerland, without giving effect to any principles of conflicts of law.
- A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of geOps to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. geOps reserves all rights not expressly granted to you.
- If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Headings are for convenience only and have no legal or contractual effect.
- You agree that no joint venture, partnership, employment, or agency relationship exists between you and GEOPS as a result of these Terms or your use of the Services. You further acknowledge no confidential, fiduciary, contractually implied, or other relationship is created between you and GEOPS other than pursuant to these Terms.