Last Updated: May 9, 2024

 

IMPORTANT – PLEASE READ CAREFULLY: THESE GEOCOMPLY BETA SERVICES TERMS (“BETA SERVICES TERMS”) ARE A LEGAL AGREEMENT BETWEEN GEOCOMPLY SOLUTIONS INC. OR THE AFFILIATED GEOCOMPLY SOLUTIONS INC. ENTITY THAT PROVIDES THE CORE SOLUTION OR OFFERING TO CUSTOMER PURSUANT TO THE CORE AGREEMENT (“GEOCOMPLY”) AND YOU OR THE ENTITY THAT YOU REPRESENT (YOU OR ANY SUCH ENTITY, “CUSTOMER”). BY USING OR ACCESSING THE BETA SERVICE (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE BETA SERVICES TERMS AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE BETA SERVICES TERMS AND TO BIND CUSTOMER TO THE TERMS OF THESE BETA SERVICES TERMS. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THESE BETA SERVICES TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT ACCESS OR USE THE SERVICE IN ANY WAY. The “Core Agreement” is the operative agreement between GeoComply and Customer for the provision of the GeoComply Core Solution or Offering from GeoComply to Customer. GeoComply is willing to grant you access to the Beta Services on the condition that you accept all the terms of these Beta Services Terms.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

Capitalized terms used in these Beta Services Terms will have the meanings set forth in these Beta Services Terms. Any capitalized terms used in these Beta Services Terms, but not defined in these Beta Services Terms, will have the meanings given in the Core Agreement.

1.1 “Applicable Data Protection Laws” means any data protection laws, rules, regulations, self-regulatory guidelines, or implementing legislation applicable to GeoComply’s provision and/or Customer’s use of any Beta Service, including data protection and privacy laws, rules, and regulations to which Personal Data is subject.

1.2 “Customer Application” means any Customer application, product, or service that uses or otherwise exploits any of the Beta Services.

1.3 “Customer Data” means any data and information provided or otherwise made available to GeoComply by or on behalf of Customer or an End User in connection with any Beta Service.

1.4 “End User” means an individual accessing or using a Customer Application and/or other relevant Customer products and services.

1.5 “GeoComply Data” means any data and information provided or otherwise made available by or on behalf of GeoComply, its Third-Party Suppliers, or their respective data providers in connection with any of the Beta Services.

1.6 “Personal Data” means any data that identifies, relates, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or is defined as “personally identifiable information,” “personal information,” “personal data” or similar terms under Applicable Data Protection Laws.

1.7 “Third-Party Supplier” means a third-party licensor or service provider of any of the Beta Services.

2. Scope

These Beta Services Terms govern Customer’s access and use of certain beta, demo, trial, and/or in-development features, technologies, and services which may be made available to Customer by GeoComply from time to time prior to early access or general availability, including, but not limited to, any products, services, or features labeled or identified as “beta”, “preview”, “pre-release”, “evaluation”, “proof of concept”, or “experimental”, and including any related GeoComply Data, and any website where Customer can access and use each of the foregoing (each, a “Beta Service” and collectively, the “Beta Services”). EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN, AND NOTWITHSTANDING ANY OTHER PROVISION OF THE CORE AGREEMENT TO THE CONTRARY, THE TERMS OF THESE BETA SERVICES TERMS SOLELY GOVERN CUSTOMER’S ACCESS AND USE OF THE BETA SERVICES AND GEOCOMPLY’S PROVISION OF THE BETA SERVICES AND NO OTHER PROVISION OF THE CORE AGREEMENT WILL APPLY TO THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SERVICE LEVEL OR SUPPORT AGREEMENTS. TO THE EXTENT THE TERMS OF THESE BETA SERVICES TERMS CONFLICT WITH THE CORE AGREEMENT, THE TERMS OF THESE BETA SERVICES TERMS WILL GOVERN WITH RESPECT TO THE BETA SERVICES.

3. Limited License

Subject to the terms of these Beta Services Terms, GeoComply grants Customer a fee and royalty-free, nonexclusive, non-sublicensable, revocable, worldwide right and license, to access and use the Beta Services solely for the Permitted Purpose (defined below) and in accordance with these Beta Services Terms. Subject to the foregoing limited license grant, GeoComply retains all intellectual property and other rights in the Beta Services and components thereof. Customer may only use the Beta Services for the Permitted Purpose, consistent with the terms of these Beta Services Terms, and in compliance with applicable law. Customer may not (a) modify, interfere with, circumvent, translate, decompile, disassemble, or reverse engineer any part of the Beta Services, or otherwise attempt to discern the functioning or operation of the Beta Services; (b) copy, rent, lease, distribute, or otherwise transfer or create derivative works of any Beta Services; (c) attempt to probe, scan, or test the vulnerability of the Beta Services or to breach or circumvent any security or authentication measures used by any Beta Service; or (d) use any Beta Service for competitive analysis or to develop, train, or improve a competitive product or service.

4. Permitted Purpose

The permitted purpose for each Beta Service is for Customer to test and evaluate the Beta Service to determine whether Customer may be interested in purchasing or subscribing to a fully operative version of the Beta Service if and when it is available and offered as Early Access or General Availability, and to provide Feedback (defined below) to GeoComply regarding the Beta Service (collectively, the “Permitted Purpose”).

5. Access to Beta Services

Beta Services are provided to Customer at GeoComply’s sole and absolute discretion. GeoComply may modify any Beta Service at any time or deny, suspend, or terminate Customer’s access to or use of any Beta Service at any time. Customer’s access to and use of each Beta Service will automatically terminate upon the release of an early access or general availability version of the applicable Beta Service or upon notice of termination by GeoComply. GeoComply will use commercially reasonable efforts to inform Customer of when a Beta Service is expected to move to an early access or general availability version. Unless otherwise agreed to in writing, any Beta Service made available to Customer is provided for evaluation purposes only pursuant to the Permitted Purpose and should not be used for processing sensitive data. After suspension or termination of Customer’s access to or use of any Beta Service for any reason, (a) Customer will not have any further right to access or use the applicable Beta Service, and (b) Customer’s content used in the applicable Beta Service may be deleted or inaccessible and may not be migrated over to an early access or general availability version of the applicable Beta Service unless otherwise agreed to in writing.

6. Beta Services Feedback

Upon GeoComply’s request, Customer will use commercially reasonable efforts to provide GeoComply suggestions, comments, enhancement requests, recommendations, or any other feedback and report issues or problems related to Customer’s access, use, testing, or evaluation of the Beta Services (collectively, “Feedback“). Feedback will not be considered Customer’s Confidential Information or its intellectual property, and nothing in these Beta Services Terms will restrict GeoComply’s right to use, sell, reproduce, modify, distribute, make available, publicly display, and perform, disclose, and otherwise exploit the Feedback, in whole or in part, without restriction or obligation, except that GeoComply will obtain Customer’s written approval prior to identifying Customer or ascribing any Feedback to Customer. Feedback may constitute or include GeoComply’s Confidential Information; accordingly, Customer will not disclose any Feedback or other information regarding the Beta Services to any third party without the prior written consent of GeoComply.

7. Beta Services Confidential Information

Each Party may provide or allow the other Party to access confidential or otherwise non-public business, technical or other similar information, materials, and/or ideas for the provision or access or use of the Beta Services that each would not otherwise provide or allow access to under the Core Agreement but for the provision, access, or use of the Beta Services (collectively, the “Beta Services Confidential Information”). GeoComply and Customer agree that the Beta Services Confidential Information constitutes Confidential Information under the Core Agreement and that each Party will treat the Beta Services Confidential Information will be treated as Confidential Information with the same protections and restrictions as set forth in the Core Agreement, until it no longer qualifies as Confidential Information under the Core Agreement. Except as otherwise provided in these Beta Services Terms, Beta Services Confidential Information, includes but is not limited to: (a) the Beta Services; (b) any GeoComply development, marketing, or similar ideas or plans that Customer learns of during Customer’s access or use of the Beta Services; (c) Customer’s access or use of the Beta Services; (e) any Customer Data to the extent Customer provided or allowed access to such Customer Data for the access or use of the Beta Services; or (e) any communications concerning the Beta Services from GeoComply or any of its employees, agents, contractors or other representatives; and (f) any Feedback. This Section 7 will not cancel, terminate, or modify any nondisclosure or confidentiality agreements previously entered into by the Parties. The use and disclosure of Confidential Information, including Beta Services Confidential Information, shared in connection with the Core Agreement will be governed by the confidentiality terms of the Core Agreement, and nothing in any previously entered agreements will limit the license or other rights granted to either Party in connection with access or use of the Beta Services.

8. Beta Services Disclaimer

WITHOUT LIMITING ANY OTHER DISCLAIMERS IN THE CORE AGREEMENT, BETA SERVICES ARE NOT READY FOR EARLY ACCESS OR GENERAL AVAILABILITY AND MAY CONTAIN BUGS, ERRORS, OR DEFECTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CORE AGREEMENT OR THESE BETA SERVICES TERMS, GEOCOMPLY IS PROVIDING BETA SERVICES TO CUSTOMER “AS IS, WHERE IS.” GEOCOMPLY AND ITS AFFILIATES AND THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY CONTENT, INCLUDING CUSTOMER’S CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WITH RESPECT TO BETA SERVICES, GEOCOMPLY, AND ITS AFFILIATES AND THIRD-PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. GEOCOMPLY’S AND ITS AFFILIATES’ AND THIRD-PARTY SUPPLIERS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO $50 (FIFTY DOLLARS USD).

9. Processing of Personal Data of Customer’s End Users

Notwithstanding anything in these Beta Services Terms to the contrary, solely to the extent that GeoComply processes any Personal Data of Customer’s End Users as part of any Beta Services, then the following applies, but solely with respect to GeoComply’s processing of Personal Data of Customer’s End Users as part of the Beta Services, and not to any other part of the Beta Services:

• GeoComply will process Personal Data of Customer’s End Users in accordance with any provisions of the Core Agreement regarding GeoComply’s processing of Personal Data of Customer’s End Users for the GeoComply Core Solution or Offering, including as may be provided for in any exhibits or addenda to the Core Agreement.
• GeoComply’s liability with respect to processing Personal Data of Customer’s End Users as part of the Beta Services will be limited as set forth in the provisions of the Core Agreement addressing limitations of liability with respect to Personal Data.

 

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