Last Updated: December 10, 2024

 

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF CERTAIN GEOCOMPLY SERVICES, SUCH AS YOUR GRANTS AND WAIVERS OF RIGHTS (INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION), THE LIMITATIONS OF OUR LIABILITY, YOUR INDEMNITY OF US, AND OUR ARBITRATION OF CERTAIN DISPUTES. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS OF USE, AS DESCRIBED BELOW.

1. Introduction & Application

These Terms of Use (these “Terms”) constitute a legally binding agreement between you (“you”, “your”) and GeoComply Solutions Inc. (“we”, “us”, “our”, and/or “GeoComply”) governing your access and use of (i) GeoComply’s Player Location Check, GeoGuard Location Validator, and any other applications made available from time to time by GeoComply or one its subsidiaries or affiliated entities (each, an “Application”), together with any materials, information, data or Content included in an Application, and (ii) any other software, application, online or offline service that includes or posts a link to these Terms (collectively, the “Services”). We offer the Services conditioned upon your acceptance of and strict adherence to these Terms.

BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS NOW OR IN THE FUTURE, THEN DO NOT ACCESS OR USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THESE TERMS, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF THE THEN-POSTED TERMS AND ADDITIONAL TERMS (DEFINED BELOW).

In some instances, both these Terms and separate terms, rules, guidelines, and terms of service or sale setting forth different or additional terms and/or conditions will apply to your use of the Services (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.

You may not use the Services unless you are (i) at least thirteen years old, (ii) the age of majority in the applicable jurisdiction, and (iii) eligible and permitted to use any applicable Third-Party Service (defined below), to the extent your use of the Services is related to use of a Third-Party Service.

2. Services & Content

2.1 Content
The Services contain: (i) materials and other items relating to GeoComply and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of GeoComply; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Services and the Content are the property of GeoComply or our licensors or certain other third parties, and is protected by United States, Canadian, and/or international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

We reserve the right (but have no obligation) to screen, review, flag, filter, modify, refuse, or remove any or all Content. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk. We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services. Under no circumstances will GeoComply be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

2.2 Limited License
Subject to your strict compliance with these Terms and any applicable Additional Terms, we grant you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, and non-transferable license to (i) download, install, and use the Application on a single Device owned or controlled by you, and (ii) use such Device to access the Services as made available by GeoComply or otherwise accessible
through the Application, in each case for your personal, non-commercial use only. This limited license (a) does not give you any ownership of, or any other intellectual property interest in, any Content, and (b) may be suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. It is your responsibility to ensure your Device or equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Services, if any. You acknowledge and agree that your use of the Services is at your sole risk and responsibility. We expressly reserve the right to remove and/or delete any data, files, and/or other information stored or used in connection with the Services for any reason.

2.3 Services Use Restrictions
You will not: (i) use the Services for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, selling products, and developing or offering any technology or solutions competitive with any solutions offered by GeoComply); (ii) use any meta tags or any other “hidden text” utilizing any Content; (iii) engage in any activities through or in connection with the Services that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to GeoComply; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services by any means whatsoever or modify any Services source or object code or any software or other products, services, or processes accessible through any portion of the Services; (v) engage in any activity that interferes with a user’s access to the Services or the proper operation of the Services, or otherwise causes harm to the Services, GeoComply, or other users of the Services; (vi) interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, the Content, or the Submissions (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Services, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Services, other computer systems or networks connected to the Services, through password mining or any other means; (ix) otherwise violate these Terms or any applicable Additional Terms; or (x) access or use the Services: (a) by any means other than the interface GeoComply provides or authorizes; (b) for immoral, illegal or any other purpose which GeoComply may determine to be threatening, abusive or harmful; (c) in a manner that may infringe any intellectual property, contractual, proprietary or property right held by GeoComply or its affiliates, partners, licensors and service providers; or (d) in violation of any applicable laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities.

2.4 Content Use Restrictions
You also agree that, in using the Services, you will: (i) not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Services by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) not frame or utilize framing techniques to enclose any the Content (including any images, text, or page layout); (iii) keep intact all trademark, copyright, and other intellectual property and other notices contained in the Content; (iv) not use the Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) not make any modifications to the Content (other than to the extent of your specifically permitted use); (vi) not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any Third-Party Services (defined below), or otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms, or with the prior written consent of an officer of GeoComply or, in the case of the Content from a licensor or owner of the Content; (vii) not access the Services using automated means for the purposes of data mining or other data extraction methods for compiling, training, or otherwise contributing to the development of any large language models or other computational modeling datasets; and (viii) not insert any code or product to manipulate the Content in any way that adversely affects any user experience or the Services.

2.5 Internet Connectivity Charges
Internet connectivity is required to access the Services. Any access fees or charges applicable to your internet connectivity are solely your responsibility. Certain internet service providers, including wireless carriers, may charge fees for data connections based on the total amount of data you access. We are in no way responsible for the fees charged by or policies of internet service providers or others with whom you contract for such internet connectivity.

2.6 Availability We reserve the right to refuse access to the Services and/or Content to anyone for any reason at any time. We may suspend or terminate the availability of the Services and Content, in whole or in part, to you or in general for any reason, in our sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Services, or upon notice from us, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you will immediately discontinue use of the Services and Content.

2.7 Reservation of Rights
All rights not expressly granted to you are reserved by GeoComply and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Services for any purpose is prohibited.

2.8 Third-Party Services
We are not responsible for third parties or their content, advertisement(s), apps or websites (“Third-Party Services”). For instance, portions of the Services may be integrated into or linked to third-party sites, platforms and apps that we do not control. Similarly, we may make third- party content or services, which we also may not control, available to you on or via our Services. This may include the ability to register or sign into our Services using third-party tools, post content on third-party sites and services using their plug-ins made available on our Services, and use the Services to verify and communicate information about you or your devices to Third-Party Services. Use caution when dealing with third parties and consult their terms of use and privacy policies. We take no responsibility for Third-Party Services or the inability or failure to integrate or interoperate with any Third-Party Services, and will not be liable for any damages caused by your use or reliance on Third-Party Services or the inability or failure of the Services to integrate or interoperate with any Third-Party Services. If you are accessing or using the Services through Apple, Android, or any other mobile operating system platform, these are Third-Party Services. If you access our apps via Apple, see below for Additional Terms that are applicable to you and are incorporated into these Terms by this reference.

3. Submissions

If you submit any submissions, such as ideas, feedback, suggestions, proposals, plans, user content, comments, or other materials, whether online, by email, or otherwise (collectively, “Submissions”), you grant us (and you represent that you have the rights to grant) a non- exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable, and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, distributors, and other end users), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name, image, likeness, picture, avatar, social media handle, biographical information, or other indicia, in connection with your Submissions. Except as set forth in our Privacy Statement (defined below) or any Additional Terms, your Submissions will be treated as non-confidential and non-proprietary. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.

You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted herein. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions. You waive any and all rights and claims in connection with our consideration, use, or development of any product, content, or other materials similar or identical to your Submission now or in the future.

Each time you submit any Submissions, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside, or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any Submissions you submit, and that, as to that Submissions: (i) you are the sole author and owner of the intellectual property and other rights to the Submissions, or you have a lawful right to submit the Submissions and grant GeoComply the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any GeoComply obligation to obtain consent of any third- party and without creating any obligation or liability of GeoComply; (ii) the Submissions are accurate; (iii) the Submissions do not and, as to GeoComply’s permitted uses and exploitation set forth in these Terms and any Additional Terms, will not infringe any intellectual property or other right of any third-party; and (iv) the Submissions will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person.

We take no responsibility and assume no liability for any Submissions provided by you or any third-party.

4. Wireless; Messaging; Location-Based Features

4.1 Terms of Wireless Features
The Services may include or offer certain features and services via your wireless device (“Device”). Features and services may include the ability to access the Service’s features, upload content to the Services, receive messages from the Services, and download applications to your Device (collectively, “Wireless Features”). You are responsible for standard messaging, data, and other fees that may be charged or deducted by your carrier to participate in Wireless Features. Your carrier may prohibit or restrict certain Wireless Features or certain Wireless Features may be incompatible with your carrier or Device. Contract your carrier with questions regarding these issues.

You may receive communications we may send through Wireless Features for which you are registered. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you will notify GeoComply of any changes to your wireless contact information (including phone number) and update your accounts on the Services to reflect the changes. If the Service includes push notifications or other mobile communication capability, you hereby approve our delivery of electronic communications directly to your mobile Device. These notifications, including badge, alert or pop-up messages, may be delivered to your Device even when it is running in the background. You may have the ability, and it is your responsibility, to control the notifications you do, or do not, receive via your Device through your Device settings. Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. Contact your carrier with
questions regarding these issues.

4.2 Location-Based Features
Because the primary purpose of the Services is to verify your location for legal and regulatory compliance and anti-fraud reasons, location-based features must be enabled in order for the Services to operate properly. You may receive a prompt or instructions on your Device if you have not properly enabled location-based features or if you require additional information to properly utilize the Services. If GPS, geolocation or other location-based features are enabled on your Device, you acknowledge that your Device location and other information may be tracked and may be shared with others as described in the Privacy Statement. Some Devices and platforms may allow disabling location-based features or managing such preferences; though, you will not be able to use the Services without having those features enabled. You can terminate Device location tracking on a mobile application by uninstalling the application. The location-based services that may be offered in connection with the Services are for individual use only and should not be used or relied on in any situation in which the failure or inaccuracy of use of the location-based services could lead to death, personal injury, or physical or property damage. Use location-based services at your own risk as location data may not be accurate.

5. Accounts

Certain features of the Services may require you to create an account and become a registered user. It is important that you provide accurate, complete, and up-to-date information for your account and you will update such information, as needed, to keep it accurate, complete and up to date. If you do not, your account may be suspended or terminated. We reserve the right to initiate forfeiture of any username for any reason or to disable any log-on ID, at any time, if in our sole opinion you fail to comply with any of the provisions of these Terms or if any details provided are proved or suspected to be false.

You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account, whether or not you are aware of them. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) with your account. We are not liable for any loss or damage arising from your failure to comply with the above requirements. If your account is hacked or any third parties use your account, you should immediately notify us and follow our instructions. We may restrict usage, terminate, and/or delete any account at any time at our sole discretion.

6. Disclaimer of Representations and Warranties

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS.

Therefore, to the fullest extent permissible by law, GeoComply and its direct and indirect parents, subsidiaries, affiliates and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “GeoComply Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, the Services (including Third-Party Services, Content and Submissions), including, without limitation: (i) the functions, features, or any other elements on, or made accessible through, the Services; (ii) any Content, products, services, or instructions offered, referenced, or linked through the Services; (iii) security associated with your account, Submissions, or other data or information; (iv) whether the Services or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (v) whether the information (including any instructions) on the Services is accurate, complete, correct, adequate, useful, timely, or reliable; (vi) whether any defects to or errors on the Services will be repaired or corrected; (vii) whether the Services will be compatible with any other specific hardware, software or service; (viii) whether your access to the Services will be uninterrupted; (ix) whether the Services will be available at any particular time or location; and (x) whether your use of the Services is lawful or available in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, GEOCOMPLY FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM ANY COMPUTER VIRUS.

7. Limitations of Liability

To the extent not prohibited by applicable law, under no circumstances will GeoComply Parties be responsible or liable for any loss or damages of any kind, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including, without limitation, loss of profits, in connection with, or otherwise directly or indirectly related to the Services (including the Content and the Submissions), including without limitation: (i) your use of or inability to use the Services, or the performance of the Services; (ii) any action taken in connection with an investigation by GeoComply or law enforcement authorities regarding your access to or use of the Services; (iii) any action taken in connection with copyright or other intellectual property owners or other rights owners; (iv) any errors or omissions in the Services’ technical operation or security or any compromise or loss of your user-generated content or other data or information; or (v) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if GeoComply was advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).

To the maximum extent permitted by law, you will not be permitted to obtain an injunction or other equitable relief of any kind, such as any court or other action that may interfere with or prevent the development or exploitation of any website, Application, Content, Submissions, product, service, or intellectual property owned, licensed, used or controlled by GeoComply or a licensor of GeoComply.

TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL GEOCOMPLY’S TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED FIFTY U.S. DOLLARS (USD$50).

Certain U.S. state laws do not allow limitations on implied warranties or the exclusion or limitation of damages. If these laws apply to you, some or all of the foregoing disclaimers, exclusions, or limitations set forth herein may not apply to you. Nothing in these Terms will affect any non-waivable statutory rights that apply to you.

8. Indemnification

You will indemnify, defend, and hold harmless GeoComply Parties from any claim or demand, including reasonable attorneys’ fees, related to (i) your breach or alleged breach of these Terms; (ii) your Submissions; (iii) your use of the Services and/or the Content; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (vi) your use of a third-party product, service, and/or website; and (vii) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You will cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

9. Termination

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use the Services, or when you cease using the Services. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate these Terms at any time without notice; and/or accordingly may deny you access to the Services. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Services (or any part thereof), including the rights and licenses you grant to GeoComply in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

10. Governing Law

These Terms and any separate agreements whereby we provide you services will be governed by and construed in accordance with the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

11. Dispute Resolution & Arbitration

THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW FOR THE ENFORCEMENT OF AN AGREEMENT REQUIRING YOU TO SUBMIT TO BINDING ARBITRATION OR TO WAIVE ANY RIGHTS YOU MAY HAVE TO PURSUE A PROCEEDING ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS IN RESPECT OF CERTAIN DISPUTES YOU MAY HAVE WITH GEOCOMPLY IN WHICH CASE SOME OR ALL OF THE FOLLOWING REQUIREMENTS WITH RESPECT TO BINDING ARBITRATION AND WAIVER OF RIGHTS WITH RESPECT TO CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE THE RIGHT TO INITIATE OR PARTICIPATE IN COURT PROCEEDINGS ON AN INDIVIDUAL, CLASS, COLLECTIVE OR REPRESENTATIVE BASIS.

11.1 Agreement to Binding Arbitration
YOU AND GEOCOMPLY MUTUALLY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION AS SET FORTH BELOW. THIS AGREEMENT TO ARBITRATE (THIS “ARBITRATION AGREEMENT”) SURVIVES AFTER THESE TERMS TERMINATE OR YOUR RELATIONSHIP WITH GEOCOMPLY ENDS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY ARBITRATION UNDER THIS ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

Except as expressly provided below and above, except for GeoComply’s option to bring a claim in a court of competent jurisdiction seeking only injunctive relief to prevent (i) the actual or threatened infringement, misappropriation or violation of a person’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, or (ii) a violation of laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, this Arbitration Agreement applies to all disputes between you and GeoComply, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (each a “Claim” and collectively, “Claims”).

These Claims include, to the fullest extent permitted under applicable law, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: (a) these Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof); (b) your relationship with GeoComply; (c) the threatened or actual suspension, deactivation or termination of these Terms; (d) any payments made by you or any payments made or allegedly owed to you; (e) any promotions or offers made by GeoComply or other parties; and (f) all other common law and statutory claims between you and GeoComply or its affiliates and their respective employees, officers, directors and shareholders. To the fullest extent permissible under applicable law, disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) will be decided by the arbitrator.

11.2 Prohibition of Class Actions and Non-Individualized Relief
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AND GEOCOMPLY MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND GEOCOMPLY BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. AN ARBITRATOR APPOINTED PURSUANT TO THIS ARBITRATION AGREEMENT WILL HAVE NO AUTHORITY TO CONSIDER OR RESOLVE ANY CLAIM OR ISSUE ANY RELIEF ON ANY BASIS OTHER THAN AN INDIVIDUAL BASIS. THE ARBITRATOR WILL HAVE NO AUTHORITY TO CONSIDER OR RESOLVE ANY CLAIM OR ISSUE ANY RELIEF ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

Notwithstanding any other provision of these Terms, the Arbitration Agreement, or the AAA Rules (defined below), disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the dispute is filed as a class, collective, or representative action; and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action in respect of such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver will be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

11.3 Rules Governing the Arbitration
Any arbitration conducted pursuant to this Arbitration Agreement will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as amended by these Terms. The Consumer Arbitration Rules are available online at https://adr.org/sites/default/files/Consumer-Rules-Web_0.pdf (“Consumer Arbitration Rules”). You can learn more about the AAA and its rules and processes at www.adr.org. In no event will the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of class, collective or representative proceeding.

As part of the arbitration, both you and GeoComply will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which will explain the award given and the findings and conclusions on which the decision is based. The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction, provided that such award may be challenged to the extent provided for under applicable law.

The payment of filing and arbitration fees will be governed by the relevant Consumer Arbitration Rules subject to the following modifications: (i) If GeoComply initiates arbitration, GeoComply will pay all AAA filing and arbitration fees. But if the arbitrator finds that either the substance of your Claim or the relief sought in the Claim is frivolous, vexatious or brought for an improper purpose, then the payment of all such fees will be governed by the applicable Consumer Arbitration Rules; (ii) Except as provided in any applicable rules of civil procedure, each party will pay its own legal fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.); (iii) At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law; (iv) Although under some laws GeoComply may have a right to an award of legal fees and non-filing fee expenses if it prevails in an arbitration, GeoComply agrees that it will not seek such an award; (v) If the arbitrator issues you an award that is greater than the value of GeoComply’s last written settlement offer made after you participated in good faith in the optional negotiation process described below, then GeoComply will pay you the amount of the award or USD$1,000, whichever is greater.

11.4 Location and Manner of Arbitration
Unless you and GeoComply agree otherwise, the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in- person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator.

11.5 Opting Out of Arbitration
You may opt out of the requirement to arbitrate pursuant to the terms of this subsection. If you do not wish to be subject to this Arbitration Agreement, you may opt out of arbitration by notifying GeoComply in writing of your desire to opt out of arbitration, and any such writing must be dated, signed and delivered by: (i) electronic mail to legal@geocomply.com; or (ii) by certified mail, postage prepaid and return receipt requested, or by any nationally recognized delivery service that is addressed to Unit 200, 545 Robson Street, Vancouver, British Columbia, Canada, V6B 1A6. In order to be effective, (a) the writing must clearly indicate your intent to opt out of this Arbitration Agreement; (b) the writing must include your name, phone number, and email address; and (c) the email or envelope containing the signed writing must be postmarked and sent within 30 days from the date these Terms were initially accepted and agreed to by you. Should you not opt out within the 30-day period, you and GeoComply will be bound by the terms of this Arbitration Agreement in full, to the extent allowable by law. You should assume that in the future there may be lawsuits against GeoComply alleging class, collective, and/or representative Claims, in which the plaintiffs seek to act on your behalf, and which, if successful, could result in some monetary recovery to you. But if you do agree to arbitration with GeoComply under this Arbitration Agreement, you are agreeing in advance that you will bring all such Claims, and seek all monetary and other relief, against GeoComply in an individual arbitration provision. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief for such Claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt-out of this Arbitration Agreement.

12. Privacy, More Information & Complaints

For information about our privacy and data protection practices, please read our Privacy Statement available at www.geocomply.com/privacy-statement (the “Privacy Statement”).

Contact us at help@geocomply.com or privacy@geocomply.com for questions or complaints about your use of the Services and/or these Terms. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Residents of California may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254. Their website is located at: www.dca.ca.gov.

13. Copyright Infringement

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 available in connection with the Services infringe your copyright, you (or your agent) may send to GeoComply a written notice by mail or e-mail, requesting that GeoComply remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to GeoComply a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See www.copyright.gov for details. Notices and counter-notices must be sent in writing to GeoComply as follows: By mail to: Legal Department, Unit 200, 545 Robson Street, Vancouver, British Columbia, Canada, V6B 1A6; or by e-mail to legal@geocomply.com. The applicable phone number is 1-888-822-9339.

14. Additional Terms for App Store Apps

If you accessed or downloaded the Services from any app store or distribution platform (e.g., the Apple App Store or Google Play Store) (each, an “App Provider”), then you acknowledge and agree that:

• These Terms are between you and GeoComply, and not with the App Provider. Between GeoComply and the App Provider, GeoComply is solely responsible for the Services.
• It is not the App Provider’s responsibility to provide any maintenance or support services for the Services.
• If the Services fail to conform to any applicable warranty, you may notify the App Provider and the App Provider may refund the purchase price for the Services to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Services. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the applicable Services to conform to any warranty will be the sole responsibility of GeoComply.
• The App Provider is not responsible for addressing any of your claims or any third party’s claims relating to the Services or your possession and use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• If there is a third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, GeoComply will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms. Any inquiries or complaints relating to the use of the Services, including those pertaining to intellectual property rights, must be directed to GeoComply via legal@geocomply.com.
• The App Provider and its subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the Services. Upon your acceptance of these Terms, the App Provider will have the right (and will be viewed to have accepted the right) to enforce these Terms as related to your license of the Services against you as a third party beneficiary of these Terms. Notwithstanding the foregoing, GeoComply’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.
• You must also comply with all applicable third-party terms of service when using the Services.
• You will comply with all United States and foreign export laws and regulations to ensure that the Services, any technical data related to the Services, and/or any direct product from your use of the Services is exported or re-exported directly or indirectly in a way that violates those laws and regulations. By using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties.
• If you accessed or downloaded the Services from the Apple App Store, then you also agree to use the Services only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software) and is owned or controlled by you; and (ii) as permitted by the “Usage Rules” stated in the Apple Store Terms of Service, except that the Services may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs.

15. General Terms

15.1 Investigations
We reserve the right to investigate and prosecute any suspected breaches of these Terms or the Services, or of the security of the Services. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request or as otherwise set forth in our Privacy Statement.

15.2 Changes to Terms and Services
We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our website (which constitutes notice to you). It is your responsibility to check the Services periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. We may provide patches, updates, or upgrades to the Services that, in some instances, must be installed for you to continue to use the Services. Although we will use commercially reasonable efforts to notify you, we may update the Services remotely without notifying you, and you hereby consent to us applying patches, updates, and upgrades. You acknowledge that your use of the Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Services, including but not limited to (where applicable) any rewards, or Content (save for where it is your own Submissions). You also acknowledge that any data, customization, or other data related to your use of the Services may cease to be available to you at any time without notice from us, including without limitation after a patch, update, or upgrade is applied by us. We do not have any maintenance or support obligations with respect to the Services.

15.3 Severability; Entire Agreement; No Waiver; Assignment
In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms, such determination will not affect the validity and enforceability of any other remaining provisions.

These Terms and any Additional Terms constitute the entire agreement and understanding between you and us and govern your use of the Services and Content, and supersede any prior or contemporaneous agreements, representations, warranties, assurances, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

You may not, without our prior written consent, assign, transfer, charge, or sub-contract all or any of your rights or obligations under these Terms, and any attempt without that consent will be null and void. If such restrictions on transfer under these Terms are not enforceable under the law of your country, then these Terms will be binding on any such recipient. We may at any time assign, transfer, charge, or sub- contract all or any of our rights or obligations under these Terms.

 

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