Terms & Conditions
These Terms & Conditions ("Terms") govern your access to and use of the websites, applications and services (collectively, the "Service") provided by Geopax Inc. ("Geopax", "we", "us" or "our"). By accessing or using the Service, or by signing an order form or other agreement that references these Terms, you ("Customer" or "you") agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
1. Definitions
"Service" means the Geopax platform, including The Brief, the digital twin, signal monitoring, and any related websites, APIs, documentation and support. "Customer Data" means data and content that you or your authorized users submit to or connect with the Service, including read-only data ingested from your enterprise systems. "Order Form" means an ordering document or online sign-up that references these Terms.
2. The Service and License
Subject to these Terms and payment of applicable fees, Geopax grants you a non-exclusive, non-transferable, worldwide right to access and use the Service during the subscription term solely for your internal business purposes.
Geopax may update, improve or modify the Service from time to time. We will not materially reduce the core functionality of the Service during a paid subscription term.
3. Accounts and Access
You are responsible for configuring access, maintaining the confidentiality of credentials, and for all activity that occurs under your accounts. You agree to notify us promptly of any unauthorized use. You are responsible for your authorized users’ compliance with these Terms.
4. Customer Data
As between the parties, you own all Customer Data. You grant Geopax a limited license to host, process and use Customer Data solely to provide and support the Service. Connections to your enterprise systems are read-only unless you direct otherwise in writing.
Geopax does not use your Customer Data to train machine-learning models offered to other customers. We process Customer Data in accordance with our Privacy Policy and any applicable data processing addendum.
5. Acceptable Use
You agree not to: (a) resell or sublicense the Service; (b) reverse engineer or attempt to derive source code except as permitted by law; (c) use the Service to violate any law or third-party right; (d) interfere with the integrity or performance of the Service; or (e) attempt to gain unauthorized access to the Service or related systems.
6. Fees and Payment
You agree to pay the fees set out in the applicable Order Form. Unless stated otherwise, fees are due within thirty (30) days of the invoice date, are non-refundable, and are exclusive of taxes, which are your responsibility. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
7. Intellectual Property
Geopax and its licensors retain all right, title and interest in and to the Service, including all software, models, methodologies and documentation, and any improvements thereto. No rights are granted other than as expressly set out in these Terms. Feedback you provide may be used by Geopax without restriction.
8. Confidentiality
Each party may receive confidential information of the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms and will protect it with the same degree of care it uses for its own confidential information, and no less than reasonable care.
9. Disclaimers
The Service provides decision-support analytics, including estimated dollar-impact figures derived from your data and third-party signals. Such figures are estimates and are provided for informational purposes only; they are not financial, legal, or investment advice. Except as expressly stated, the Service is provided "as is" and Geopax disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits or revenues. Each party’s aggregate liability arising out of these Terms will not exceed the fees paid or payable by you to Geopax in the twelve (12) months preceding the event giving rise to the claim.
11. Indemnification
Each party will defend the other against third-party claims to the extent arising from its breach of these Terms or, in the case of Geopax, from a claim that the Service infringes a third party’s intellectual property rights, subject to prompt notice and reasonable cooperation.
12. Term and Termination
These Terms remain in effect for the duration of your subscription. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, your right to access the Service ceases and, upon request, Geopax will make Customer Data available for export for a limited period before deletion.
13. Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to arbitration.
14. Changes to these Terms
We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.
15. Contact
Questions about these Terms may be sent to Geopax Inc. at legal@geopax.app.