ACCEPTANCE OF AGREEMENT. The following Terms and Conditions for Service (T&Cs) apply to the Agreement when referenced in those agreements. Geonetric reserves the right, in its sole discretion, to change, modify, add or delete portions of these T&Cs at any time without notice. Any changes will be effective upon posting of the T&Cs and may be made without any other notice of any kind. Continued use of the Services after any changes to the T&Cs signifies your understanding and acceptance of the new T&Cs.
TAXES. Unless otherwise exempt by law, Client shall be responsible for all sales taxes, use taxes, withholding taxes, value added taxes, and any other similar taxes imposed by any federal, state, provincial or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon Geonetric’s net income. When Geonetric has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Client unless Client provides Geonetric with a valid tax exemption certificate authorized by the appropriate taxing authority.
PAYMENT TERMS. Payment is required in advance of delivery of Services. In the event Client fails to pay any invoice within thirty (30) days from the date of an invoice, in addition to any other right reserved hereunder, Geonetric reserves the right to suspend or limit performance until all past due sums are paid. Further, Geonetric reserves the right to charge interest at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever rate is lower, on any unpaid balance owed by Client from the date due until the date paid. It is agreed that any Services described herein not fully paid for at the time of delivery to Client shall be retained by and remain with Geonetric until said purchase price is fully paid. Geonetric shall have no liability to Client for delay or damage caused because of such suspension of services. Client shall be liable for any costs associated with collection, such as legal costs, attorneys’ fees, and collection agency fees.
DELIVERY. Unless otherwise specified, delivery will be made according to the delivery schedule specified in the Agreement which schedule is subject to delays due to causes beyond Geonetric’s control. Cancellation or rescheduling of the delivery by Client may be subject to additional charges by Geonetric.
FORCE MAJEURE (EXCUSABLE DELAY). Geonetric shall not be liable for default or for delay in delivery of Services due to cause beyond its control and without its fault or negligence, including but not limited to inability to obtain material, labor, acts of God, or of the public enemy, any preference, priority or allocation agreement issued by the Government, changes in applicable law or any other act of Government, fires, floods, unusually severe weather, epidemics, quarantine restrictions, strikes. In the event of such delay, delivery dates shall be extended accordingly for a period equal to the time lost by reason of such delay. Geonetric shall use its reasonable efforts to remove the cause of delay and resume work as soon as possible and to mitigate delivery schedule delay. In no event shall Geonetric be liable for any damages.
WARRANTY. Geonetric warrants that each Service provided hereunder for Client shall be free of material errors and defects and shall perform substantially in accordance with the performance criteria set forth in this Agreement.
- Geonetric’s obligations with respect to such Services are conditioned upon the proper operation and maintenance of such Services by Client.
- Third party services are excluded from this warranty.
GEONETRIC MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. GEONETRIC MAKES NO WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION WARRANTY OF NON-INFRINGEMENT, REGARDING THE GEONETRIC TECHONOLOGY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW DISCLAIMS ANY LIABILITY FOR SUCH TECHNOLOGY.
INTELLECTUAL PROPERTY. Ownership of deliverables created exclusively for this Agreement are the property of Client. Tools, processes, software or other intellectual property utilized by Geonetric in the execution of the Services will remain the exclusive property of Geonetric. Client hereby grants Geonetric a nontransferable, nonexclusive license under Client’s trademarks during and for twenty-four (24) months following the delivery of Services to advertise on Geonetric’s website and in printed and electronic sales and marketing channels that Client is using Geonetric’s services.
CONFIDENTIALITY. Each party agrees to protect the other party’s confidential information in the same manner as such party protects its own confidential information of substantially similar proprietary value, but in no case less than with reasonable care. Each party agrees that it will use the confidential information of the other party only for the purposes of this Agreement and that it will not divulge, transfer, sell, license, lease, or otherwise disclose or release any such information or documents to third parties.
GOVERNING LAW. This Agreement shall be construed in accordance with, and the rights of the parties shall be governed by, the laws of the State of Iowa, U.S.A., as the same would be applied to transactions between residents thereof but without regard to that state’s conflict of laws principles.
NO WAIVER. No failure by either party to exercise and no delay in exercising any right, power or privilege hereunder will operate as a waiver hereof, nor will any single or partial exercise of any right or privilege hereunder preclude further exercise of the same right or the exercise of any right hereunder. A waiver on one or more occasions of any of the provisions hereof shall not be deemed a continuing one.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF GEONETRIC AND ITS LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT GEONETRIC HAS ACTUALLY RECEIVED FROM CLIENT UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEONETRIC AND ITS LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, AND NEGLIGENCE, AND WHETHER OR NOT IT WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ENTIRE CONTRACT. These T&Cs and the Agreement shall comprise the exclusive terms, conditions and agreements of the parties respecting sale of Services described herein, and supersede any provisions on the face and reverse side of Client’s agreement or any prior agreement inconsistent with the provisions hereof. Acceptance by Client of such Services covered hereunder shall, absent a contrary agreement in writing signed by Geonetric, constitute acceptance of these T&Cs. The invalidity of the whole or in part of any provisions hereof shall not affect the validly of any other provision. The headings of the sections herein have been inserted for convenience of reference only and shall not affect the interpretation of any the provisions hereof.
Updated: February 19, 2019
