TERMS OF USE

Welcome to geocode.earth! We provide geocoding services (“Services”) that you can integrate into your applications. In order to use the Services, you must agree to this Terms of Use (“Agreement”). This Agreement is between you (if registering on behalf of yourself) or the entity you represent (if registering as a business) (“Customer,” “you” or “your”), and Cleared For Takeoff, Inc. (“Company˝ or ˝we˝ or ˝us˝ or “our”). Please review this Agreement carefully, since by using our Services, you agree that you have read this Agreement in its entirety and understand and agree to all of its provisions.

OUR SERVICES MAY BE PURCHASED ON A SUBSCRIPTION BASIS, AS FURTHER DESCRIBED BELOW. SUBSCRIPTIONS AUTOMATICALLY RENEW UNLESS YOU CANCEL THEM. YOU WILL BE CHARGED SUBSCRIPTION FEES PLUS APPLICABLE TAXES UNTIL YOUR SUBSCRIPTION IS CANCELED. TO CANCEL YOUR SUBSCRIPTION TO PREVENT AUTOMATIC RENEWAL, YOU MUST SEND A CANCELLATION NOTICE BY EMAIL TO hello@geocode.earth. CANCELLATION WILL BECOME EFFECTIVE AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD.

THIS TOS CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS TOS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

Accounts

Depending on the version of the Services made available to you, you will either self-register for the Services or we will enable an account for you. Information you provide to us when you set up an account with us (“Account”), and any billing information that we, or our billing processors, collect from you when you purchase Services is protected by our Privacy Policy located on the Internet at https://geocode.earth/privacy/, the most current terms of which are incorporated herein by reference.

With your an Account, you can obtain the necessary API key (“API Key”) to enable your application to utilize the Services And to review the documentation we may make available to you (“Documentation”). You are solely responsible for the use of your Account and your API Key, including but not limited to any charges incurred, so be mindful in how you use them.

Open Source Resources

Certain aspects of the Services utilize data and materials of third parties, such as OpenStreetMap data (collectively, “Other Sources”), which are not part of the Services, and your use of Other Sources is governed by terms and conditions of the providers of those Other Sources, which may include limits on use or attribution requirements. A list of those Other Sources may be found at https://geocode.earth/sources. You are solely responsible for complying with any terms and conditions of Other Sources.

Attributions

We require that you provide an attribution to geocode.earth, which you can do by following the guidelines at https://geocode.earth/guidelines, and use of Other Sources may require that you provide attribution to them (collectively, “Attribution Requirements”). Please make sure you comply with Attribution Requirements because it is your sole responsibility to do so.

Free Trials

We may offer a free trial of the Services (“Free Trial”). If we do, no charges will apply, but we reserve the right to discontinue Free Trials or impose limits and restrictions on Free Trials in our sole discretion.

Subscription Period and Subscription Fees

The subscription period is the period of time you’re authorized to use the Account, as identified through registration or other order process agreed upon between you and Company (˝Subscription Period˝).

Accounts (other Free Trial use) are subject to fees based upon the type of Account you’ve purchased (˝Subscription Fees˝). You agree to pay Subscription Fees and all applicable taxes. If you set up an Account for a Free Trial and have provided your billing information, but you don't cancel it by the end of the Free Trial, we will charge your credit card the current Subscription Fees and applicable taxes. For renewals, we will automatically charge your credit card the amount of the then-current Subscription Fees for your Account, plus applicable taxes. We reserve the right to charge value-added taxes, sales, or other taxes as it deems appropriate (other than taxes based on Company’s net income), and reserve the right to change prices or institute new charges for access to or use of the Service at any time upon not less than thirty (30) days’ notice to you to the email address you provided to us upon registration. If you’re not willing to pay any price increase, you may cancel your account within such 30-day period prior to the price increase upon notice to us as provided in the “Renewals and Cancellations” section below. Continued use of the Services or non-cancellation of your Account after such thirty 30-day period constitutes your acceptance of the prices as modified. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that Company shall have no liability to you arising out of the acts or omissions of such third parties.

BY CREATING AN ACCOUNT YOU CONSENT TO ALLOW COMPANY TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED.

Renewals and Cancellations

Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account by the end of the then-current Subscription Period.

You can cancel your account at any time by contacting customer service at hello@geocode.earth. Cancellations initiated by you will be effective at the end of the then-current Subscription Period. Please note that if you cancel, you will not be entitled to a refund of any fees that you've paid. TO CANCEL YOUR SUBSCRIPTION TO PREVENT AUTOMATIC RENEWAL, YOU MUST SEND A CANCELLATION NOTICE BY EMAIL TO hello@geocode.earth. CANCELLATION WILL BECOME EFFECTIVE AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD.

We reserve the right to terminate this Agreement for breach by you upon five (5) days’ advance email notice if the breach is not cured within the five (5) day period. We may also terminate this Agreement for any reason or no reason upon fifteen (15) days’ advance email notice to you, sent to the email address you provided during registration, with termination to be effective at the end of the Subscription Period during which the 15-day period ends.

Upon termination or cancellation, your rights to use the Services shall cease; however, ownership provisions shall survive, your payment obligations will survive until paid in full, your obligations to Other Sources, our rights to Anonymous Data, and the following provisions shall survive: Restrictions, Confidentiality, Feedback License, Legal Provisions, Dispute Resolution and General.

License & Restrictions

License: Subject to the terms of this Agreement, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable license during the Subscription Period to: (i) use and access the Services for your use and only as part of Your Apps (defined below) which are provided directly to end users, and not for resale or for redistribution or use in conjunction with, or as part of, the products or services of others; and (ii) to use and copy the Documentation for your personal use. Except for the foregoing license, we and our suppliers own all right, title and interest in and to the Services, and no other licenses are granted to you, whether express or implied.

Restrictions: In consideration of the license granted to you, you agree not to, or permit any third party to: (i) copy, reproduce, modify, damage, frame, disassemble, decompile, reverse engineer or create derivative works of all or part of the Services except as expressly authorized in this Agreement; (ii) with, modify, circumvent, disrupt, disable or interfere with the Services; (iii) use the Services for illegal purposes, or in a manner which violates or infringes upon the intellectual property rights or other rights of any other party, or that may result in civil or criminal liability; (iv) use the Services or in any manner that could damage, disable, overburden, or impair the Services or interfere in any way with the use or enjoyment of the Services by others, including but not limited to using the Services in conjunction with any malware, virus, or with any material that is defamatory, harassing, libelous, threatening, pornographic, or obscene or incites violence, or to assemble or disseminate any data or materials for the purpose of violating or impinging on basic human rights or civil liberties, or discriminating or maliciously targeting individuals on the basis of race, gender, sexual orientation, age, nationality or religion; or (v) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Services to any third party other than use by end users of Your Apps (“Users”) solely as a feature of Your Apps. We may monitor your use of the Services to improve the Services and to ensure your compliance with this Agreement. IN NO EVENT WILL YOU USE, OR ALLOW THE USE OF, THE SERVICES TO (I) CREATE, SUPPORT, IMPROVE OR ENHANCE (DIRECTLY OR INDIRECTLY) OR OFFER A SUBSTANTIALLY SIMILAR PRODUCT OR SERVICE; OR (II) IN CONJUNCTION WITH ANY HIGH RISK ACTIVITY WHERE THE USE OR FAILURE OF THE SERVICES COULD LEAD TO DEATH OR PERSONAL INJURY OR DAMAGE TO PROPERTY. WE MAY AT ANY TIME, AND IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO COMPANY, SUSPEND YOUR USE OF THE SERVICES IF WE BELIEVE SUCH USE IS IN VIOLATION OF THIS AGREEMENT.

Identification of You and Your Apps

We acknowledge that Your Apps are your sole property. You represent and warrant : (a) you or your licensors own all right, title and interest in and to Your Apps; and (b) Your Apps, and the use and distribution of Your Apps, do not violate any laws, rules, regulations, third party terms and conditions, or any rights of third parties.

You acknowledge and agree that we may obtain access to location and other data from you or your Users. While, any location data specifically identified to you and your Users will only be used to provide Services to you, you acknowledge and agree that we may anonymize that data and aggregate it with similar other anonymized data that we have so that it cannot be attributed to you or your Users (collectively, “Anonymous Data”). We use Anonymous Data to improve our products and services, such our geocoder and routing engine, and since the data is anonymous, we may use it and allow other to use it for any purpose.

You agree that we may indicate to third parties that you are using the Services and include your name, logos and information about Your Apps on promotional placements on the geocode.earth website and other promotional materials. You also agree that we may use Your Apps for administrative and demonstration purposes. This paragraph shall survive expiration or termination of this Agreement.

With regard to Your Apps:

Confidentiality

Each party agrees that all business, technical and financial information it obtains from the other party is the confidential property of the disclosing party (“Proprietary Information”). Except as expressly allowed in this Agreement, the receiving party will hold in confidence, using no less than reasonable care, and not use or disclose any Proprietary Information of the disclosing party. The receiving party shall not be obligated with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without use of or access to such Proprietary Information. Each party agrees that the disclosing party would be irreparably injured by a breach of the foregoing obligations by the receiving party or its representatives and that the disclosing party will be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the foregoing. Such remedies will not be deemed to be the exclusive remedies of a breach of the foregoing, but will be in addition to all other remedies available at law or in equity.

Feedback License

If you provide any idea, recommendation or other suggestion regarding possible corrections, improvements or extensions related to any aspect of the Services (collectively, “Feedback”) to us in any form or by any means (whether through the Services, or by direct communication (e.g., e-mail) with us or any of its officers, directors, employees, representatives, or agents), then you: (i) represent and warrant that the Feedback does not include your own or any third party's confidential or proprietary information or intellectual property rights; (ii) acknowledge and agree that Company is under no obligation of confidentiality, express or implied, with respect to the Feedback; and (ii) agree to grant and do hereby grant to us and our affiliates, licensees, successors and assigns a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and make derivative works of the Feedback, in any manner and for any purpose, and to permit third parties to do the same.

Modifications to This Agreement

We reserve the right, in our sole discretion, to update, modify or replace this Agreement, in whole or in part, at any time; provided, however, that the updated, modified or new Agreement becomes effective: (i) immediately for a Free Trial, or upon renewal of your Subscription Period if you have a paid Account. We will notify you of any material change to this Agreement in advance of the effective date of any change, provided that price changes shall be managed as provided in the section entitled “Subscription Period and Subscription Fees” (above). Change notices may be communicated by postings at or through the geocode.earth website or by sending information regarding the changes to the email address you provided to us. You are responsible for periodically checking the geocode.earth website for changes. Continued access or use of the Services following any change to this Agreement constitutes your acceptance of those changes. This Agreement may not otherwise be amended, except by a written agreement executed by you and us

Legal Provisions

No Warranties. THE GEOCODE.EARTH SITE, THE SERVICES, AND ALL OTHER DATA AND ELEMENTS PROVIDED THROUGH THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. COMPANY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION OR CONTENT MADE AVAILABLE TO YOU WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU EXPRESSLY AGREE THAT COMPANY SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY DATA OR YOUR USE OF DATA MADE AVAILABLE THROUGH THE SERVICES.

Limitation of Liability. IN NO EVENT SHALL COMPANY (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE, SERVICE, CONTENT OR OTHER ASPECTS OF THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS DIRECT CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, DATA, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS YOU PAID TO COMPANY FOR THE SERVICE DURING THE PREVIOUS 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE, OR US$100.00, WHICHEVER IS GREATER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, FOR A FREE TRIAL, YOU AGREE THAT COMPANY SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY DIRECT DAMAGES AS WELL. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS TOS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Limits. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification: You agree to indemnify, defend and hold Company and its officers, directors, employees, agents, licensors, affiliates, suppliers, successors and assigns harmless from and against all claims, liabilities, losses, expenses, damages, fines, penalties, and costs and expenses, including but not limited to reasonable attorneys' fees, arising out of claims based upon your use of the geocode.earth website, the Services and/or any data derived therefrom, including but not limited to: (i) a violation or breach of this Agreement by you, (ii) any activity related to access or use of your Account and/or API Key, or (iii) our use of data or other content provided by you or Your Apps.

Government Licensees: The Services and related Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to This Agreement and conditions herein, provided that if any part of this Agreement is invalid or unenforceable against you, as a government end user, because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law.

Dispute Resolution

If you have a dispute regarding this Agreement, you must first provide us with written notice of the dispute via mail or overnight courier to our address noted below, with such notice to include your name and contact information, a written explanation of the claim including all legal claims you intend to assert and each set of facts which support each of such claims, and the relief you’re requesting. You agree that if any of your claims are omitted from that notice, you forever waive those claims and covenant not to assert them in any action or proceeding related to this Agreement. We will attempt to resolve the dispute with you without further court action or arbitration.

All disputes, whether based on circumstances in the past or future, which cannot be resolved as provided above which arise out of or relate to this Agreement (including but not limited to this “Dispute Resolution” Section) shall be resolved by binding arbitration before a sole arbitrator, except that you may assert claims in small claims court if your claims qualify and we may pursue a collection action against you in court. The Federal Arbitration Act and federal arbitration law apply. Arbitration does not involve a court or a judge; instead the arbitrator follows this Agreement and applicable law and awards relief accordingly.

We or you may initiate arbitration through JAMS and the JAMS JA streamlined arbitration rules and procedures then in force (see www.jamsadr.com for additional information), or may pursue a dispute in court in the Borough of Manhattan, New York, New York, which you hereby consent to be the exclusive jurisdiction and venue for such dispute, and not by arbitration if the dispute qualifies for small claims court or you opt out of arbitration, as provided below. The arbitration shall be commenced as an individual arbitration, and not in a class, representative, consolidated or action involving multiple plaintiffs. You shall not join or consolidate claims or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. Any arbitration will be confidential. You or Company may initiate arbitration in either the Borough of Manhattan, New York, New York, or the federal judicial district where you reside. The arbitrator's decision shall be in writing and shall comply with all terms and conditions in the then current Agreement. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that this Agreement and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction.

YOU MAY OPT OUT OF ARBITRATION BY PROVIDING WRITTEN NOTICE TO COMPANY AT COMPANY’S ADDRESS NOTED BELOW, TO THE ATTENTION OF “CLASS OPT OUT COORDINATOR” TO BE RECEIVED NO LATER THAN THIRTY (30) CALENDAR DAYS FROM THE DATE OF YOUR ORIGINAL ACCEPTANCE OF THIS AGREEMENT WITH THIS PROVISION INCLUDED. IF YOU DO NOT SEND NOTICE AS REQUIRED IN THE FOREGOING SENTENCE, YOU WILL NOT HAVE OPTED OUT OF ARBITRATION. IF YOU OPT OUT OF ARBITRATION AS PROVIDED ABOVE, THE OTHER PROVISIONS OF THIS AGREEMENT SHALL STILL APPLY.

Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.

General

Your rights and obligations under this Agreement are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may subcontract, delegate, assign or otherwise transfer any or all of its rights and obligations hereunder without your consent and without notice to you. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided in this Agreement. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise of that right or power. No agency, partnership, joint venture, or employment relationship is created as a result of the Services or this Agreement, and neither party has any authority of any kind to bind the other in any respect. Unless otherwise provided in this Agreement, all notices under this Agreement will be in writing, in English and will be deemed to have been duly given: when received, if personally delivered or sent by certified or registered mail or express courier; or when receipt is electronically confirmed, if transmitted by e-mail, which shall constitute written notice. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payments of money) on account of strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, or any other cause which is beyond the reasonable control of such party. The terms of any written ordering document or similar form from you will not apply, except to the extent that we have accepted the written ordering document expressly states that a provision of this Agreement is to be superseded and we have accepted that document in writing. If any provision of this Agreement is deemed by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the laws of the State of New York without regard to conflicts of laws provisions thereof. The parties agree that the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement, regardless of the states in which the parties are located, do business or are incorporated. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

All rights not expressly granted herein are reserved.

If you have any questions regarding these TOS or your dealings with the Service, please contact us at:

Cleared For Takeoff, Inc.
Attn: Terms
267 E 10th St, Unit 4
New York, NY 10009, USA
E-mail: hello@geocode.earth

Last Updated February 4, 2018