Geogram Corporation (“Geogram”, “we” or “us”)
We facilitate the provision of digital experiences for end users at venues and events and monetization opportunities for those experiences.
We make our money from the sale of access to our Software and Services to our Customers.
Our Customers and their Authorized Users use our Software and Services to develop Content which can be served to end users at events and venues through our Public User mobile application (the “Geogram Mobile App”).
We offer our customers (“Customers”) access to the following software and platforms (the “Software” and the “Services”) on a software as a service (“SAAS”) basis:
1) Geogram XD, a collaborative cloud-based, real-time 3D spatial design, scheduling and publishing platform, comprising:
a. Geogram Spatial Designer, wherein one or more users may collaboratively design physical layouts in a virtual model of a real space;
b. Geogram Experience Designer, wherein one or more users may collaboratively schedule events and digital experiences including AR VR for mobile users in a virtual model of a real space;
c. The Geogram Mobile App, which may be integrated with other mobile apps to enable the publication and display to mobile users of digital experiences including AR VR through the Geogram XD platform.
2) Avatar World, a holographic avatar video production, post-production and publishing platform that may be standalone or integrated with Geogram XD, comprising
a. Capture software, as well as camera and lighting specifications, for the production of the avatar footage;
b. Post-processing software and services to produce the finished avatar and prepare it for streaming;
c. Avatar World Mobile App, which may be standalone or integrated with other mobile apps to enable the publication and display to mobile users of avatars.
3) Sales Presentation Mobile App, enabling sales teams to display an AR avatar or video screen in any space and demo to customers/viewers.
Customers first enter into a form of SAAS agreement with Geogram (a “Master Agreement”). The rights and obligations of the Customer and each user under the Customer’s access grant are governed by that Master Agreement.
Customers have the right to authorize users to use the Geogram Software and Services within the scope of the Customer’s access grant (“Authorized Users”). Different access grants apply to different categories of Authorized Users.
Authorised Users include:
(a) “Administrative Users” – persons authorized by our Customer to perform administrative services on behalf of that Customer, including but not limited to: authorizing and deauthorizing Customer Users and Vendor Users and Guest Users; managing content to be delivered through use of the Software and Services; setting rights, restrictions, and limitations of the Customer’s Authorized Users to specific access, content, locations, events, projects under the control of that Customer. For example, a chief technology officer or its delegate might be an Administrative User.
(b) “Customer Users” – persons who work for our Customer, whether as employee, contractor, or agent, and are authorized by Administrative Users to use the Software and Services for its intended functional purposes. For example, a space planner, a creative designer or a marketing coordinator for the Customer might be a Customer User.
(c) “Vendor Users” – persons who supply other goods and services to our Customer to support our Customer’s provision of its services to a venue an event at a venue and are authorized by Administrative Users to use the Software and Services for its intended functional purposes. For example, a designer for an advertising agency providing content to an event supported by our Customer might be a Vendor User.
(d) “Guest Users” – persons who have created an account with Geogram, and are invited to participate in one or more projects by a Customer, and given specific access rights by the Customer to Customer data and content through the Services, and with the right to use the Software and the Services in connection therewith upon and subject to Geogram’s Terms of Service and any further terms and conditions imposed by Customer. For example, an event promoter’s information technology team member, sales team, or designer might be authorized as a Guest User for one or more events.
Geogram also offers a downloadable application for the use of a Customer and its Authorized Users to support the Customer’s authorized uses of the Software (the “Customer App”). Customer’s and Customer’s Authorized User’s rights to download and maintain a copy of the Customer App are subject to both the Master Agreement and Geogram’s End User License Agreement for that Customer App (the “Customer EULA”).
End users (“Public Users”) who download our Geogram Mobile App agree to its End User License Agreement (the “Public EULA”) in order to use the Geogram Mobile App at events and venues where Geogram’s Software has been implemented..
All Public Users who are event or venue attendees have rights to download and maintain a copy of a Geogram Mobile App and to use that App and to receive and use content served at those venues and events for their intended purposes and for their intended times, subject to the Public EULA, and any further permissions and or limitations as may be imposed by Customers and their clients.
These Terms of Service are supplemental to each End User License Agreement (“EULA”) entered into between you and Geogram Corporation, its affiliates and licensors (collectively “Geogram” or “we” or “us”) and are incorporated by reference in that EULA.
These Terms of Services are also supplemental to the Master Agreement entered into between Geogram and each Customer of Geogram and are incorporated by reference in that Master Agreement.
Authorized Users of a Customer are subject to the rights and restrictions contained in the Customer’s Master Agreement. from Geogram Authorized Users are directed to the respective Customer for any further requests or questions concerning that agreement and the rights and limitations of that Authorized User.
“You” or “you” or “User” means the individual who downloads, installs, accesses, or uses any of Geogram’s Apps or its Services (and, if you represent a legal entity, it also means that entity, and you represent and warrant that you are authorized to enter into this agreement for that entity).
We reserve the right to change these Terms of Service at any time, and you agree (including by virtue of your continued use of our Software or Services) to be bound by any such changes, effective upon notice to you, which notice shall be deemed to have been provided upon our posting of the current version of our Terms of Service to our Services. Unless explicitly stated otherwise, any new features or functionality or services that augment or enhance our Services shall be subject to these Terms of Service.
Words and phrases defined in the applicable Master Agreement, Customer EULA and Public EULA have the same meanings in these Terms of Service except as may be expressly provided herein.
Certain Services are provided to you free of charge, while other Services, require payment before you can access them and/or may require your agreement to additional terms, including by way of example, terms in a Master Agreement.
Please review these Terms carefully before using the Software or Services because they affect your rights. By using any of the Software or Services, you accept these Terms and agree to be legally bound by them.
The following terms apply to the Customer, its Authorized Users, and, as applicable, to Public Users.
1. Content: All data and content (“Content”) is exclusively for the private, personal use and benefit of the respective Customer under whose access grant the Content was supplied through the Services, and of the Customer’s respective client for whom the Customer is acting, and is not to be redistributed by you in any form other than as expressly allowed by the Customer and its client and these Terms of Service. If you are a Public User, your use of Content is governed by the Public EULA and is only for private, personal use in connection with the specific venue or event at which such Content was served and the purposes authorized by the respective Customer.
3. We May Discontinue or Suspend Our Services or Terminate Your Use: We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Services (or any part thereof) with or without notice. You agree that we shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Services. In addition, we reserve the right to terminate your access to our Services for any reason, and to take any other actions that we, in our sole discretion, believe to be in the interest of our company and of our users as a whole.
4. Rights In Our Services and in Content; You Grant Us Certain Rights When You Submit Content to Our Services:
End users may be granted rights to upload and manipulate certain Content. Other end users may only have rights to view and use certain Content or to upload specific limited Content. Subject to any applicable Master Agreement, you accept any limitations on use imposed by Geogram or the Customer from time to time.
In all cases, Geogram’s rights to provide its Services and to use and distribute Content are intended to be protected in this Agreement.
(a) Copyrights. Our Services (including all Content contained on our Services) by protected by copyright as a collective work or compilation under the copyright laws of Canada and worldwide copyright laws and treaty provisions, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. All scans, 3 dimensional models, text, audio, video, other content and other elements comprising Content are also copyrighted works, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. You must abide by all additional copyright notices or restrictions contained on our Services.
(b) Grant of Rights and Licenses to Geogram and its affiliates and licensors and service providers. By posting or submitting or generating or manipulating Content on or to our Services (regardless of the form or medium with respect to such content), you automatically grant (or warrant that the owner of such materials expressly grants) Geogram and its affiliates and licensors and service providers a world-wide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable and transferable right and license to use, store, adapt, modify, delete from, add to, transmit, communicate, publicly display and perform, reproduce and translate, distribute, prepare compilations and derivative works from the Content in connection with the Services and Geogram’s and its service provider’s (including its and their respective successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof), and for promoting Geogram, in any media formats and through any media channels. By way of example, you authorize Geogram to publish and display your Content in a virtual or augmented reality environment for you and others to enjoy, to edit your Content, to spatially place your Content in relation to other Content, to create blended and interpolated Content, collages, and other collective works and compilations. Without limiting the generality of the foregoing, with respect to any audio or video submissions to us made by you from time to time, you understand and agree that (unless you and we agree otherwise) we may, or may permit users to, based solely on functionality provided and enabled by our Services, compile, re-edit, adapt or modify your video submission, or create derivative works therefrom, either on a stand-alone basis or in combination with other third party Content, and (unless you and we agree otherwise) you shall have no rights with respect thereto and we or our licensees shall be free to display and publish the same (as so compiled, re-edited, adapted, modified or derived) for any period. The rights and licenses granted by you will apply with respect to any form, media or technology now known or later developed. In addition, you warrant that all “moral rights” in your Content, including all rights of attribution and publicity have been waived or assigned to Geogram and its Customer for the purposes of this Agreement. Geogram and the Customer under whom you were an Authorized User can continue to use your Content in these ways if you cease to use any Geogram application. You further agree that Geogram has the right to delete or otherwise edit any Content that you post to the Services at its sole discretion. For greater certainty, as between Geogram and its Customer, it is acknowledged that Geogram’s rights to use Content supplied by a particular Customer or its Authorized User terminate upon termination of the Master Agreement between Geogram and that Customer; except rights of attribution and publicity and continued use of data to improve or enhance Geogram’s Services which rights shall survive.
(c) Your obligations with respect to your Content. You are solely responsible for your own submissions of Content and the consequences of uploading, using, or publishing them on the Services. You may not upload, transmit, or share content that you did not create or that you do not have permission to upload and use. In connection with each of your submissions, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use, and authorize us to publish, Content you submit, and to license to Geogram and its service providers all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Services pursuant to the Customer EULA or Public EULA (as the case may be) and these Terms of Service. You warrant that you have the written consent, release, and/or permission of each and every identifiable individual person in such submissions i) to use the name or likeness of each and every such identifiable individual person and ii) to enable the inclusion and use of such submissions in the manner contemplated by us and these Terms of Service.
(d) Third Party Terms of Service. You acknowledge that Content uploaded to the Services may be posted to or hosted at Geogram’s third party hosting account, and in such event, such third party’s Terms of Service shall also apply to such Content. You agree Geogram shall have the rights to apply such Terms of Service to you, your Content and your use of Services to the extent necessary or appropriate for Geogram to comply with such third party’s Terms of Service.
(e) Take-down rights. No endorsement of Content. You acknowledge that we do not pre-screen submissions, but that we reserve the right to remove or not publish submissions without prior notice. You understand that when you submit content in any form to the Services we may authorize such content to be distributed or syndicated to or published on other Geogram-branded environments. Geogram does not endorse any Content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Geogram expressly disclaims any and all liability in connection with Content. Geogram does not permit copyright infringing activities and infringement of intellectual property rights on the Services, and Geogram and its service providers may remove all Content if properly notified that such Content infringes on another’s intellectual property rights. Geogram and its service providers reserve the right to remove Content without prior notice.
(f) Commercial Matters. You agree not to sell access to the Services unless you obtain Geogram’s prior written approval
6. Safety – Community Guidelines: We do our best to keep the Services safe, but we cannot guarantee it. Your use of our Services must be respectful of yourself, of us, and of our community of users. You agree:
a. You will not submit Content that you do not have the right to submit and have published for use on the Services or for which you cannot comply with section 5 of these Terms of Service.
b. You will not post unauthorized commercial communications or harmful or mischievous communications (such as spam or click-bait or misleading meta-data) on the Services.
c. You will not collect or store personal data about other users without their express consent or in connection with the prohibited conduct and activities set forth above.
d. You will not access Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
e. You will not engage in unlawful marketing practices on the Services. You will not upload, post, transmit, via script or otherwise, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, any other form of solicitation, or materials that promote or convey information known to be false or misleading. We have the right but not the obligation to make such determinations, and you accept our determinations.
f. You will not upload viruses or other harmful code to the Services.
g. You will not solicit login information or access an account belonging to someone else.
h. You will not publish falsehoods or misrepresentations, libelous or defamatory Content.
i. You will not submit material that is an invasion of another person’s privacy or disclosing another person’s personal information.
j. You will not bully, intimidate, or harass any user of the Services.
k. You will not post content that: is hateful, harassing, threatening, racially or ethnically offensive, sexually explicit or pornographic, abusive, inflammatory, vulgar, obscene, fraudulent, incites violence; evidences dangerous or harmful behavior or is sensationally graphic, contains nudity or graphic or gratuitous violence, or is otherwise objectionable
l. You will not use the Services, software, information, data and other on the Services to harm minors in any way.
m. You will not impersonate any person or entity, including, but not limited to, any of our officials, or falsely state or otherwise misrepresent your affiliation with a person or entity.
n. You will not collect or provide funds, directly or indirectly, in order to carry out terrorist crimes, contribute to or facilitate the activities of a terrorist group, or instruct anyone to carry out a terrorist activity.
o. You will not use the Services to do anything unlawful, misleading, malicious, or discriminatory.
p. You will not submit material that encourages conduct that would be considered a criminal offense, give rise to civil liability, or violate any local, provincial, national, or international law.
q. You will not do anything that could disable, overburden, or impair the proper working or appearance of the Services, such as a denial of service attack or interference with page and content rendering or other Services functionality.
r. You will not facilitate or encourage any violations of this Statement or our policies.
7. Rights of Other Users to Your Content:
You hereby grant each user of the Services a non-exclusive license to access your Content through the Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Services and under Geogram’s Terms of Service (see Section 8 below). Each user acknowledges that access to specific Content may be limited in time, location, or other mode by Geogram and or by the particular Customer whose Content is supplied.
8. You Have Rights if You Believe Your Copyright is Being Infringed:
If you are a copyright owner or agent thereof and believe that any of our content infringes upon your copyright, please contact us at firstname.lastname@example.org.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted on the App infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see [http://www.loc.gov/copyright] for details). Notices and counter notices with respect to the Site should be sent to Geogram at:
192 Spadina Ave, Suite 115,
Toronto, ON, M5T 2C4
By Email: email@example.com
9. Your Use of Our Content is Restricted:
(a) Unless expressly permitted, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit or in any way exploit any part of our Services or any Content thereon (other than Content you own), except as permitted under the last sentence of this Section or under a specific Master Agreement. Without limiting the generality of the foregoing (but subject to the last sentence of this Section, you may not distribute, frame, reproduce, republish, scrape, display, post, or transmit any part of this Services or any content thereon over any network, including, without limitation, a local area network, or sell or offer it for sale. In addition, these files may not be used to construct any kind of database. Just as we from time to time excerpt materials from other sources in order to support the various commentaries and writings contained herein, we respect the right of others to make “fair use” of the materials contained on our Services; accordingly, you may from time to time excerpt and use materials set forth on this Services consistent with the principles of “fair use.”
(b) We are concerned about the integrity of our Services when it is viewed in a setting created by a third party that includes advertising or other materials that we have not authorized to be displayed with the content of our Services. Neither you nor any third party shall make use of the contents of our Services in any manner that constitutes an infringement of our rights, including copyright or that has not been authorized by us.
10. We are Not Responsible For and Do Not Necessarily Hold the Opinions Expressed by Our Content Contributors:
Opinions and other statements expressed by users and third parties (e.g., bloggers, Content submitters and those that comment or “like” posts) are theirs alone, not opinions of our own. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed. You acknowledge that by providing you with our services and the ability to view and distribute content through our Services, we are not undertaking any obligation or liability relating to the content. Geogram and its affiliates, successors, assignors, employees, agents, directors, officers and shareholders do not undertake or assume any duty to monitor our Services for inappropriate or unlawful content. Geogram and its affiliates, successors, assignors, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, we reserve the right to block or remove communications, postings or materials at any time in our sole discretion.
11. Users Are Independent of Geogram:
As between Geogram and its Customer, the Customer is responsible for all compensation due to or from each of its Authorized Users for contributions of such Authorized Users to any Content.
12. You Will Be Responsible for Any Harm We Suffer as a Result of Your Violation of These Terms of Service or Any Breach by You of Your Representations and Warranties:
You agree to indemnify and hold harmless Geogram and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms of Service or any breach by you of your representations and warranties hereunder. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification. In such event, you shall provide us with such cooperation as is reasonably requested by us.
13. Your Use of Our Services is Subject to Certain Disclaimers and limitations on liability:
You agree we are not responsible or liable to you in any manner for any user supplied content or third party applications, software or content posted on the Services or in connection with the any service or utility provided by or through the Services, whether posted or made accessible by users of the Services, by us, by third parties or by any of the equipment or programming associated with or utilized in the Services. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Services and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Services or in connection with any user supplied content or third party applications, software or content. We are not responsible for the conduct, whether online or offline, of any user of the Services.
The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, your or any other user’s communications. You agree we may not be held liable for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Services or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Internet and/or in connection with the Services. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any user supplied content or personal injury or death, resulting from anyone’s use of the Services, any user supplied content or third party applications, software or content posted on or through the Services or any Services or transmitted to users, or any interactions between users of the Services, whether online or offline.
OUR SERVICES AND THE CONTENT ON OUR SERVICES IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE DATA, INFORMATION, AUDIO, VIDEO, MEDIA, OR OTHER MATERIALS AVAILABLE THROUGH OUR SERVICES. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SERVICES OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH OUR SERVICES. WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE, WARRANT, OR GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED ON THIS SERVICES OR AVAILABLE THROUGH LINKS ON OUR SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON OUR SERVICES.
ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER HARMFUL CODE, WE DO NOT GUARANTEE OR WARRANT THAT OUR SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM OUR SERVICES DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES.
IF YOU RELY ON OUR SERVICES AND ANY MATERIALS AVAILABLE THROUGH OUR SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
OUR SERVICES MAY CONTAIN VARIOUS COMBINATIONS OF TEXT, IMAGES, AUDIOVISUAL PRODUCTIONS, OPINIONS, STATEMENTS, FACTS, ARTICLES, DATA, OR OTHER INFORMATION CREATED BY US OR BY THIRD PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT ON OUR SERVICES IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT, IS FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU FOR ANY PURPOSE. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON OUR SERVICES OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY US AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.
GEOGRAM DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRDPARTY USERS, GEOGRAM USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICES, IN CONNECTION WITH GEOGRAM’S SERVICES OR OTHERWISE RELATED TO YOUR USE OF THE SERVICES.
GEOGRAM IS NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS OR FAILURE TO ACT OF ANY EVENT VENUE, PERFORMER, PROMOTER OR OTHER THIRD PARTY IN CONNECTION WITH ANY ACTIVITY AT ANY EVENT VENUE.
In no event shall any claim, action or proceeding by you related in any way to the Services or our Services (including your visit to or use of the Services or any of our Services) be instituted more than one (1) year after the cause of action arose.
These terms are supplemental to the Warranty Disclaimer and Limitations of Liability found in the EULA, which apply hereto and to any applicable Master Agreement.
14. Our Liability to You is Limited:
Geogram and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to this Services or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in our Services (including, without limitation, as a result of breach of any warranty or other term of these Terms of Service), even if Geogram has been advised of the possibility of such damages. Any claim against us shall be limited to the greater of $1.00 and the amount you paid, if any, for use of our Services.
15. You Indemnify Us Respecting Your Submissions:
You agree to indemnify, defend, and hold Geogram and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the “Geogram Parties”) harmless from and against any and all loss, liability, claim, demand, damages, costs and expenses (including reasonable lawyers’ fees) incurred by any of the Geogram Parties arising out of or in connection with any content you post or submit or otherwise share on or through the Services (including through any share service), your use of the Services or the Services, your conduct in connection with the Services or with other users of the Services, or any violation of these Terms of Service or of any law or the rights of any third party. Geogram reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Geogram, and you will cooperate with Geogram’s defense of these claims.
16. Class Action Waiver:
Except where prohibited by law, you agree to waive your right to initiate, be a class representative of, or in any way participate as a party or class member in a class action claim, suit, or proceeding brought in any court in any location.
17. We May be Legally Compelled to Disclose Certain Information:
You agree that in the event we receive an order issued by a court or from a law enforcement or government agency, we shall comply with such orders without your consent or prior notice to you and may disclose your IP address, username, name, IP location or other information in response thereto.
18. We are Not Responsible for Linked Services:
We are not responsible for the availability or content of any goods or services provided by third parties that may be linked to our Services. Because we have no control over such goods and services, you acknowledge and agree that we are not responsible or liable for any content, accuracy, quality, advertising, products or other materials on or available from such third parties. You further acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the Services or any of the Services, including payment for and the delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings are solely between you and such third parties. You agree that we will not be responsible or liable in any way, either directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with the use of or reliance on any content, goods or services available through such third parties.
19. Registration, Accounts and Passwords:
Certain of the Services made available on the Services may require registration. Should you choose to register for these services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the applicable jurisdiction. You also agree to: (i) provide true, accurate, current, and complete information about yourself as required by the Services’ registration form (the “Registration Data”); (ii) maintain and update the Registration Data to keep it true, accurate, current and complete; and (iii) be responsible for all activities that occur under such registration or account. If you provide any information that is untrue, inaccurate, not current or incomplete or if we have reason to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services.
20. Mobile and Other Devices:
We may provide mobile services for a fee or for free, but please be aware that your carrier’s normal rates and fees, such as messaging fees and data usage fees will still apply regardless. We reserve the right in future to charge for any mobile services. In the event you change or deactivate your mobile telephone number, you will update your account information on our Services within 48 hours to ensure that your messages are not sent to the person who acquires your old number. You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on our Services. We may offer various services constituting electronic commercial messages including, without limitation, alerts, contests, sweepstakes and offers for products. You may choose to receive our mobile alerts by signing up or entering a mobile promotion. Terms of service for any third party supplied messaging services will be made available to you by the third party. You will have the right to opt out of any such mobile messaging service by replying with a “STOP” message to such alert or to the short code provided. Further detail will be made available if any such service is provided to you.
21. Advertisements and Other Commercial Content Served by the Services:
If advertisements and commercial content are supplied, our goal is to deliver ads and commercial content that are valuable to our users and advertisers. In order to help us do that, you agree to the following: (i) If applicable, you can use your privacy settings to limit how your name and profile picture may be associated with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us. You give us permission to use your name and profile picture in connection with that content, subject to the limits you place; (ii) we do not give your content or information to advertisers without your consent; (iii) you understand that we may not always identify paid services and communications as such.
We are the owner or licensee of the trademarks for Geogram, and the trade dress used on the Services (graphics, logos, designs, page headers, button icons, scripts etc.). Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission (and that of any licensor to us).
If you violate the letter or spirit of these Terms of Service, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of our Services to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, your rights as a user under the EULA and these Terms of Service shall terminate, but the provisions of the EULA and hereof and any applicable Master Agreement for our benefit shall survive.
24. Any Dispute Between Us Will be Governed by Ontario Law:
These Terms of Service shall be governed by the laws of Canada and the Province of Ontario, applicable to agreements made and to be performed therein without regard to conflict of laws principles. You agree to resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to these Terms of Service or the Services exclusively in a provincial or federal court located in Ontario, Canada. The laws of the Province of Ontario will govern this User Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Ontario, Canada for the purpose of litigating all such claims.
25. Exclusions and Limitations:
Some jurisdictions do not allow the exclusion of certain warranties, representations of Service or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
26. Waiver and Severability of Terms:
If we fail to exercise or enforce any right or provision of these Terms of Service, this shall not constitute waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavour to give effect to the intent of the provision in question, and that the other provisions of these Terms of Service remain in full force and effect.
27. Further Assurances:
You agree to use reasonable efforts to do, make, execute, deliver, or cause to be done, made, executed, or delivered, all such further acts, documents, and things as we may reasonably require from time to time for the purpose of giving effect to these Terms of Service, including regularly reviewing the Terms of Service and updating your registration information. You agree that nothing in this User Agreement shall prevent us from complying with the law; that this User Agreement does not confer any third party beneficiary rights; and that you will comply with all applicable laws when using or accessing our Services. We reserve all rights not expressly granted to you.
The parties have agreed that this Agreement and all documents relating thereto be written in the English language. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.
29. Conflicts between Governing Agreements:
In the event of a conflict between provisions of these Terms of Service and the Master Agreement, a Customer and its Authorized Users may rely on the Master Agreement to govern, but for a Public User, the provisions of these Terms of Service will govern.
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Last Updated: June 3, 2020
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