“Downtime” means any period, other than an Excluded Event, during which the Customer is unable to access a Geocode Earth Service, as measured by Geocode Earth, because of a system wide issue preventing access to the applicable Service.
“Excluded Events” means any of the following which cause the Customer to be unable to access a Service:
“Issue” means a single, reproducible issue or problem of the Geocode Earth computer systems which materially or significantly affects the functionality of the applicable Service for Customer or for multiple Users of Customer.
“Service Credit” means the credit that may be available to Customer.
“Uptime Percentage” means for each Service, the total number of minutes in a calendar month minus the number of minutes of Downtime experienced in such calendar month, divided by the total number of minutes in such calendar month.
Support. Geocode Earth will provide support remotely during business hours (M-F 8:30am – 5:30pm Eastern time, excluding U.S. and New York holidays). Customer may report Issues to Geocode Earth support may via email at email@example.com. Such report must include (i) the Customer’s Geocode Earth API key; (ii) the Service that has been affected; and (iii) the date(s) and time period for which Customer has suffered the Issue. Geocode Earth shall provide an initial response within one (1) business day (the “Response”) and, where applicable the Response will include any actions taken and estimated resolution time if available. Resolution of an Issue is subject to verification and reproduction of the Issue by Geocode Earth, with Customer’s reasonable assistance in verifying and reproducing the Issue. Resolution(s) may include a temporary workaround, patch or bypass supplied by Geocode Earth. Support services do not include: (a) physical installation or removal of any Tools; (b) visits to Customer’s site; (c) any professional services, including, without limitation, any custom development, data modeling, training and knowledge transfer; (d) the set-up, configuration and use of the applicable Service, or (e) support for any Excluded Events.
Service Availability. Geocode Earth will use commercially reasonable efforts to meet an Uptime Percentage of at least 99.9%. In the event that Geocode Earth does not meet such Uptime Percentage for a Service, as Customer’s sole remedy and Geocode Earth’s sole liability for such failure, Customer shall be entitled to receive a Service Credit as identified in the Table below if Customer has reported an Issue within fifteen (15) days of experiencing a possible Downtime event by contacting Geocode Earth support with the affected Service (and corresponding API, if applicable) and the reported amount of Downtime. Failure to comply with this requirement will forfeit Customer's right to receive the Service Credits. Customer is not eligible to receive Service Credits for Downtime arising during any period of time when payments owed are past due. Service Credits can only be applied to amounts due for future billing cycle(s). In no event will the total amount of Service Credits for any Service exceed 10% of the aggregate monthly fees payable by Customer for the applicable Service for the corresponding month.
Service Credit Table
|Service Credit Percentage of Monthly Fees
|Less than 99.9%
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.
228 Park Ave S
New York, New York 10003-1502 USA
Last Updated August 27th, 2021