Terms and Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between GeoGenie Inc., a Delaware corporation ("GeoGenie", "we", "us", or "our"), and you ("Customer", "you", or "your") regarding your access to and use of our services, software, websites, and platforms (collectively, the "Services").

1. DEFINITIONS

2. SERVICES AND ACCESS

2.1 Service Provision

Subject to these Terms and your payment of applicable fees, GeoGenie will provide you access to the Services as specified in your selected plan or Order Form. The Services help brands measure and improve their visibility, mentions, and citations across generative AI engines and AI-powered search experiences.

2.2 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. Each account is for one person or one legal entity. You agree to provide accurate, current, and complete registration information and to keep it up to date.

2.3 Account Registration and Security

You may be required to create an account to access the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify us of any unauthorized use of your account or any other breach of security.

2.4 User Management

You may authorize Users to access the Services on your behalf, subject to any seat or user limits in your plan. You are responsible for your Users' compliance with these Terms and for all actions taken through their accounts.

2.5 Service Limitations

Your use of the Services may be subject to limitations specified in your plan or Order Form, including limits on tracked prompts, monitored domains, queries, seats, storage, or feature access. We may modify, add, or discontinue features of the Services from time to time, provided that we will not materially reduce the core functionality of a Subscription you have already paid for during its then-current Subscription Term.

3. FREE TRIAL

3.1 Trial Access

From time to time we may offer a Free Trial of the Services. Unless otherwise stated at sign-up, a Free Trial provides access to designated features for a limited period (the "Trial Period") and is intended for evaluation purposes only.

3.2 Eligibility and One Trial Per Customer

Free Trials are available to new customers only and are limited to one per person or legal entity. We may, in our sole discretion, determine your eligibility for a Free Trial and may withdraw or modify a Free Trial at any time without liability. Creating multiple accounts to obtain additional Free Trials is prohibited.

3.3 Payment Details and Conversion to Paid Subscription

If you provide a payment method when starting a Free Trial, then unless you cancel before the end of the Trial Period, the Free Trial will automatically convert into a paid Subscription for the plan and Billing Cycle presented at sign-up, and we will charge your payment method the applicable fees at the end of the Trial Period and at the start of each subsequent Billing Cycle until you cancel. You may cancel at any time during the Trial Period through your account settings, in which case you will not be charged.

3.4 Trial Data

If you do not convert to a paid Subscription, your account may be suspended and your Customer Content and Generated Content associated with the Free Trial may be deleted after the Trial Period in accordance with Section 7.8. We are not obligated to retain trial data.

3.5 Trial Disclaimer

4. SUBSCRIPTIONS, FEES, BILLING, AND AUTO-RENEWAL

4.1 Plans and Fees

The Services are offered on a subscription basis under the plan and pricing you select at checkout or as set out in an Order Form. All fees are stated and payable in U.S. dollars unless otherwise specified. You agree to pay all fees for the plan you select.

4.2 Self-Serve Subscriptions and Payment Authorization

For Subscriptions purchased online, fees are billed in advance for each Billing Cycle. Payments are processed by our third-party payment processor (for example, Stripe). By providing a payment method, you authorize us and our payment processor to charge that payment method for all fees due for the current and future Billing Cycles, including applicable taxes, until you cancel. You represent that you are authorized to use the payment method provided and agree to keep your billing information current.

4.3 Automatic Renewal

We will automatically charge the applicable renewal fee to your payment method on file at the then-current rate. For annual Subscriptions, we will send a renewal reminder before the renewal date where required by law. You may turn off automatic renewal or cancel at any time as described in Section 5.

4.4 Enterprise and Order Form Billing

For Subscriptions purchased under an Order Form (including annual, invoiced, or enterprise arrangements), fees are due as specified in the Order Form or, if not specified, within thirty (30) days of the invoice date. Unless the Order Form states otherwise, enterprise Subscriptions also renew automatically for successive terms equal to the prior term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

4.5 Price Changes

We may change our fees and pricing from time to time. For Subscriptions, any price change will take effect at the start of your next Billing Cycle following at least thirty (30) days' notice (or, for annual plans, notice before your renewal date). If you do not agree to a price change, you may cancel before it takes effect; your continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.

4.6 Late Payment

Except for amounts properly disputed in good faith, overdue amounts may accrue a late charge of 1.5% per month, or the maximum rate permitted by law, whichever is less. If your payment method is declined or a charge is reversed, we may suspend your access to the Services until payment is received.

4.7 Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, withholding, and similar taxes, duties, and government fees, excluding taxes based on GeoGenie's net income.

5. CANCELLATION AND REFUNDS

5.1 How to Cancel

You may cancel your Subscription at any time through your account settings or, for enterprise Subscriptions, by providing written notice in accordance with your Order Form. Cancellation turns off automatic renewal and stops future charges.

5.2 Effect of Cancellation

When you cancel, your Subscription remains active through the end of the Billing Cycle for which you have already paid, and access will end at the close of that period. We do not provide prorated refunds for the unused portion of a Billing Cycle except as set out below or as required by law.

5.3 Refund Policy

Except as expressly stated in this Section 5 or required by applicable law, all fees are non-refundable, and there are no refunds or credits for partially used periods, downgrades, or unused features. As a limited exception, for a first-time monthly self-serve Subscription, if you contact us at sales@geogenie.ai within seven (7) days of your initial paid charge and have not made substantial use of the Services, we will refund that charge at our reasonable discretion.

5.4 Cancellation During a Free Trial

If you cancel during a Free Trial before the Trial Period ends, you will not be charged. If you do not cancel, Section 3.3 applies and your Free Trial converts to a paid Subscription.

5.5 Refunds for Enterprise Subscriptions

Refunds for Subscriptions purchased under an Order Form, if any, are governed by that Order Form. In the absence of a specific provision, prepaid fees for enterprise Subscriptions are non-refundable except where GeoGenie terminates without cause under Section 9, in which case we will refund any prepaid, unused fees for the terminated portion of the term.

6. ACCEPTABLE USE

6.1 Permitted Use

You may access and use the Services solely for your internal business purposes in accordance with these Terms, the Documentation, and applicable laws.

6.2 Restrictions

You agree not to:

• Provide access to, distribute, resell, or sublicense the Services to third parties except as expressly permitted;
• Use the Services to build or benchmark a competing product or service, or for competitive analysis of GeoGenie;
• Reverse engineer, decompile, or attempt to access the source code of the Services, except to the extent this restriction is prohibited by law;
• Interfere with, disrupt, or place undue load on the Services or our systems, or attempt to gain unauthorized access to them;
• Violate any applicable laws, regulations, or third-party rights, including intellectual property and privacy rights;
• Transmit malware, viruses, or other harmful code, or use the Services for unlawful, fraudulent, deceptive, or harmful purposes;
• Circumvent security measures, rate limits, or usage limitations, including scraping or automated data extraction beyond permitted limits; or
• Remove, obscure, or modify any proprietary notices in the Services.

7. CUSTOMER CONTENT AND DATA RIGHTS

7.1 Ownership of Customer Content

As between the parties, you retain all right, title, and interest in and to your Customer Content. These Terms do not transfer ownership of your Customer Content to GeoGenie.

7.2 License to Provide the Services

You grant GeoGenie a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content solely to the extent necessary to provide, maintain, secure, and support the Services for you, and as otherwise described in our Privacy Policy.

7.3 Your Responsibilities for Customer Content

You are responsible for your Customer Content and for ensuring you have all rights, consents, and permissions necessary to provide it to us and to have it processed by the Services. You represent that your Customer Content and its use with the Services do not violate these Terms, applicable law, or any third-party rights.

7.4 Generated Content

Subject to your compliance with these Terms and payment of applicable fees, you own the Generated Content that the Services produce for you from your Customer Content and inputs, except for any GeoGenie pre-existing materials, models, templates, or methodologies incorporated within it, which remain owned by GeoGenie and are licensed to you for your internal business use. You are responsible for reviewing Generated Content for accuracy and suitability before relying on it. Because Generated Content may be produced using AI systems and third-party AI engines, it may be inaccurate, incomplete, or non-unique, and we do not warrant its accuracy or that similar content will not be generated for others.

7.5 Aggregated and Anonymized Data

We may collect and use aggregated, de-identified, and anonymized data derived from use of the Services (including usage analytics and performance data) to operate, improve, and develop our Services, provided such data does not identify you, your Users, or your Customer Content. This right survives termination.

7.6 Use of Data for AI Model Training

We will not use your Customer Content to train generative AI models for the benefit of third parties without your consent, except in aggregated and anonymized form as described in Section 7.5. This does not restrict our use of Customer Content to provide and improve the Services for you.

7.7 Data Security

We implement and maintain reasonable administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, loss, or disclosure. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. You are responsible for maintaining appropriate security for your own systems, accounts, and credentials.

7.8 Data Portability and Deletion on Termination

Following termination or expiration of your Subscription, you may request an export of your Customer Content within thirty (30) days, after which we may delete or de-identify Customer Content in the ordinary course, subject to any legal retention obligations and our backup and Privacy Policy practices.

7.9 Privacy Policy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, available at https://geogenie.ai/privacy, which is incorporated into these Terms by reference.

8. INTELLECTUAL PROPERTY

8.1 GeoGenie Property

The Services, Documentation, underlying software, models, and all related intellectual property are owned by GeoGenie or our licensors. We reserve all rights not expressly granted to you.

8.2 Customer Property

You retain ownership of your Customer Content and any intellectual property you provide to us, subject to the licenses granted in these Terms.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant GeoGenie a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback for any purpose without obligation or compensation to you.

8.4 Publicity and Logo Usage

You grant GeoGenie permission to identify you as a customer and to display your company name and logo in our marketing materials and customer lists. You may opt out at any time by contacting us at legal@geogenie.ai.

9. TERM AND TERMINATION

9.1 Term

These Terms commence when you first access the Services or accept these Terms and continue until all Subscriptions have expired or been terminated as provided herein.

9.2 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice. We may suspend or limit your access immediately if your use poses a security risk, may harm our systems or other customers, or violates Section 6.

9.3 Termination for Convenience

You may terminate by canceling your Subscription as described in Section 5. We may terminate or decline to renew your Subscription for convenience upon thirty (30) days' written notice; if we do so mid-term without cause, we will refund any prepaid, unused fees for the terminated portion of the then-current term.

9.4 Effect of Termination

Upon termination or expiration, your right to access the Services ceases, and Section 7.8 governs the handling of Customer Content. Any provisions that by their nature should survive termination (including provisions on fees accrued, data rights, intellectual property, disclaimers, limitations of liability, indemnification, confidentiality, and dispute resolution) will survive.

10. WARRANTIES AND DISCLAIMERS

10.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with the Documentation under normal use during a paid Subscription Term. Your exclusive remedy for breach of this warranty is, at our option, correction of the non-conformity or termination and a refund of prepaid, unused fees for the affected period.

10.2 Disclaimer

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages

11.2 Liability Cap

12. INDEMNIFICATION

12.1 GeoGenie Indemnification

GeoGenie will defend you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. patent, copyright, trademark, or trade secret, and will indemnify you for damages finally awarded, provided you give us prompt written notice, reasonable cooperation, and sole control of the defense and settlement.

12.2 Customer Indemnification

You will defend and indemnify GeoGenie against third-party claims arising from your Customer Content, your breach of these Terms, or your misuse of the Services.

13. CONFIDENTIALITY

Each party may receive confidential information of the other party. The receiving party will protect such information using at least reasonable care, use it solely to perform under this Agreement, and not disclose it except to representatives who need to know it and are bound by confidentiality obligations. Confidential information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles.

14.2 Jurisdiction

Subject to Section 14.3, any disputes will be resolved exclusively in the state and federal courts located in Delaware, and both parties consent to the personal jurisdiction of such courts.

14.3 Arbitration Option

For disputes involving claims under USD $100,000, either party may elect to resolve the dispute through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Each party retains the right to seek injunctive relief for misuse of intellectual property or confidential information.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter. In the event of a conflict, a signed Order Form controls over these Terms for the transaction it governs.

15.2 Amendments

We may update these Terms from time to time. For material changes, we will provide at least thirty (30) days' notice by email or through the Services. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

15.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

15.4 Severability and Waiver

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. A party's failure to enforce any provision is not a waiver of its right to do so later.

15.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond its reasonable control, including acts of God, outages, or failures of third-party providers or AI engines.

15.6 Export Control and Compliance

You agree to comply with all applicable export control, sanctions, and anti-corruption laws and regulations in connection with your use of the Services.

15.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

16. CONTACT INFORMATION