Terms of Service

GEORIOT TERMS OF USE

These Terms of Use are your legal agreement with GeoRiot concerning the information, software, products, and services contained in or available through our websites, www.georiot.com and manage.georiot.com (the “Site” and the “Service” respectively). “Using” our Service, means doing actions like using our tools to build or edit inks, enter information into our Site such as your affiliate or reporting tokens, post or maintain specialized links, create or review reports from our Site, or browse or click on links on web pages only available to logged-in accountholders.

Your use of our Site and our Service constitutes your agreement to all the terms, conditions, and notices contained in these Terms of Use and our Privacy Policy. In particular, please be sure to review the liability disclaimer and the binding  arbitration provision.  Both of these may affect your rights. To agree to these Terms of Use, click "agree" below. If you do not agree to these terms, or if you are not at least 18 years old, do not click "agree," and do not use GeoRiot’s Site or Service.   GeoRiot reserves the right to amend these Terms of Use. See “Modification of these Terms of Use” below.

The GeoRiot Service

GeoRiot offers a link localization service that can be used with your website, mobile application or other digital property in which you place ecommerce links (“Your Digital Property”).  Our Service provides a specialized GeoRiot link to replace your ecommerce link in Your Digital Property.  Once used in place of the your link, a GeoRiot link routes users who click on it to the intended, or most relevant, item in the storefront that is most appropriate based the consumer’s location, device, or other factors. The Service does not provide personal information or personally identifiable information about consumers (“PII”).  The GeoRiot link also incorporates the appropriate affiliate information for your link.  

We may offer premium service options that might include access to additional features, analysis and tracking. One service option allows you to have customized Vanity Codes for Short URLs. Short URLs are GeoRiot links that don’t include multiple parameters at the end (for example georiot.co/iTunes). Vanity Codes are user-created values for Short URLs, rather than the randomly assigned value that GeoRiot would otherwise provide.  GeoRiot may reassign the Vanity Code for a your Short URL if it has failed to yield at least 10 organic clicks (i.e., non-bot-generated clicks) per month for three consecutive months.  For a complete description of GeoRiot service options, and to sign up, go to http://www.georiot.com.

Pay with clicks

GeoRiot does not charge you an out-of-pocket fee to use our basic service. We will not invoice you or charge anything to a credit card.  Rather, GeoRiot is compensated through a process called “click sharing”.  As payment for the standard service, you agree to share a portion of your links that are processed through the GeoRiot Service.  A "shared click” is a click that is routed to its final destination using GeoRiot's affiliate parameters instead of your affiliate parameters that you provide after you sign up for the service. Thus any commission earned from the shared click will go to GeoRiot, rather than you. 

As long as you have provided your affiliate parameters to us (see below), we share only your non-base country clicks.  A “base country click” is a click on a link by a user in the country for which your base link was built.  For example, a click from the United States on an Amazon.com or iTunes link using the “US” country code in the URL is a base country click. Your base country clicks are not shared with GeoRiot unless you have failed to provide affiliate parameters for that base country.  Shared clicks are selected at random, and GeoRiot will not discriminate based on time of day, geographic location, affiliate network, or affiliate program.

When you sign up for our service, you agree to a Target Click Share Rate based on the service options and functionality that you select. The Target Click Share Rate is zero for the basic service and ranges up to 20% for a combination of premium services. Your current Target Click Share Rate will be displayed on your GeoRiot dashboard.  We will aim to meet the “Target Click Share Rate”, however, due to the unpredictable nature of click traffic from our clients, and the number of affiliate programs they support, the actual percentage may temporarily diverge from the Target Click Share Rate.  Fluctuations are minimized by calculating the actual percentage of shared clicks over a sliding time window (15 minutes and 24 hours) and are generally within 0.5% of the Target Click Share Rate when reviewed over a weekly or monthly time period.  Our click sharing algorithm adjusts upward or downward as appropriate so that your actual click sharing percentage and your Target Click Share Rate are equal over the long term. At any time you can view your historical actual click share percentages on the dashboard.

Failure to Provide Affiliate Parameters.   When you sign up for the Service, you are prompted, but not required, to provide your parameters for the relevant affiliate programs (e.g., an affiliate token or an example link from the program). The effective Target Click Share Rate is 100% for countries or affiliate programs for which you have not provided the relevant affiliate parameters because you have not (as yet) provided us with the means to affiliate them to you.  The same goes for countries or affiliate programs that you do not support.  100% of these clicks are shared with GeoRiot.

Up Time

GeoRiot strives to meet industry uptime standards, and to date has had over 99.99% uptime, but we cannot guarantee that the Site, the Service or the dashboard will be accessible and available at all times. For example, sometimes the dashboard may be inaccessible due to service maintenance, user error, or failures of our upstream providers beyond our control.  If having a specific uptime guarantee is important to your business, please contact us to enter into a separate agreement.

Our goal is 100% uptime, however, from time to time, we may need to suspend the Site or Service for system upgrades and maintenance. Except in unusual cases, we will give 24 hours advance notice of any planned system downtime. As the service runs independently from the dashboard, we will not generally give notice of dashboard downtime.

We will not be liable for lost clicks due to Site access or the Service being interrupted. We will work to restore services as quickly as we can, but we make no guarantees as to how quickly we will be able to restore services since it depends on many factors.  Further, we may require action from you to restore service and you are requested to comply as quickly as possible.  We may, but are not required, to remunerate you for any downtime in Site access or the Service in our sole discretion by reducing your click share rate for a specific time period.

Similarly GeoRiot is not liable and cannot be held accountable for issues or errors in regards to the affiliate networks’ or advertisers’ handling of clicks or links.

Usage Rules

You agree to comply with these Terms of Use, including but not limited to the Usage Rules below.

You agree that you will not use the GeoRiot Service for any use that is unlawful, or for sites that have pornography or sexually explicit content, are racist or have hate content, use adware or spyware, rely on or generate artificial traffic or forced clicks, or use illegal peer-to-peer or file sharing activities either currently or in the future. You will not conduct email traffic on your site that violates applicable law.

You will not use the GeoRiot service for fraudulent purposes. This includes, but is not limited to, affiliate cookie stuffing. All traffic sent through the GeoRiot service must originate from an organic click and not be forced.

You are permitted to route the click through internal/external means on Your Digital Property before sending it our service. This includes using an internal redirect/proxy for analytics gathering or to keep URLs clean inside your digital properties. This also includes using an external redirect/proxy such as Bit.ly. You are also permitted to override the "hover text" or the browser's status bar text of GeoRiot’s link that replaces your link. When modifying either the status bar or hover property, the text shown must be the approximate final destination of the URL being modified or relevant information about the URLs final destination.

You will not modify headers or IP addresses, when sending links to GeoRiot. This includes, but is not limited to, forging or spoofing request or client headers or IP addresses. You will not modify GeoRiot URLs or parameters for fraudulent purposes.

You will not attempt to exploit our system or services in any way including but not limited to hacking or SQL injections.

You will not, directly or indirectly, decompile, disassemble or reverse engineer or attempt to discover the source code of, or facilitate, enable, cause, or allow any third party to decompile, disassemble or reverse engineer or attempt to discover the source code of, the Site or Service. 

You will not intentionally disrupt or impede access to the Site or Service, or any website, service or other digital property of our clients.

You will not impersonate anyone or any entity.

You will not transfer personal information or personally identifiable information about consumers (“PII”) collected by or from Your Digital Property to the Site or by use of the Service, or otherwise transfer or transmit PII to GeoRiot for purposes of the Service.

You represent (and will ensure) that all of Your Digital Properties, and all your services and activities using Your Digital Properties, which make use of the Site or the Services, comply with all applicable laws and regulations. You represent to GeoRiot that you are aware of the laws which apply to Your Digital Property, in all nations, states or other jurisdictions in which you do business using Your Digital Property (“Your Applicable Law”), and acknowledge that GeoRiot relies upon you to comply with all such laws. In particular, and without limitation, such laws may include:

·       If Your Digital Property is used to do business in the United States (“US”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM Act”); the Federal Trade Commission’s prohibitions on unfair, deceptive or fraudulent practices, and guidelines for disclosures to consumers; the Restore Online Shoppers Confidence Act; the Children’s Online Privacy Protection Act (“COPPA”); any applicable regulations of the Federal Communications Commission (“FCC”); and any federal or state requirements for the protection and use of PII.

       If Your Digital Property transfers PII from any member state of the European Union (“EU”) or from Switzerland to the US for any purpose, the US-EU Safe Harbor or US-Switzerland (as applicable) Safe Harbor principles, the EU as well as any applicable legal requirements of the EU member state, or Switzerland if applicable, within which Your Digital Property is being used to do business or collect PII.

·       If Your Digital Property transfers PII from any other nation or other jurisdiction, the laws and regulations of that jurisdiction which apply to the use and operation of Your Digital Property in that jurisdiction, including but not limited to laws and regulations concerning the collection, use, processing, storage and disclosure of PII. 

You represent (and will ensure) that Your Digital Property include any services, functions, disclosures, notices or other applications or documentation required by, and are administered in accordance with, any developer, ecommerce, app store or other program license or other program requirements which apply due to Your Digital Property’s participation in or use of any third party’s website, application programming interface (“API”), software or service which supports or enables Your Digital Property (“Your Platform Obligations”).

You represent that:

·        You have published and will maintain any notice to users, consumers or other parties that is required for Your Digital Property under Your Applicable Law or Your Platform Obligations, and will administer and maintain Your Digital Property as required in any such notice.

       You will obtain and will maintain records of any individual authorizations or consents required for Your Digital Property under Your Applicable Law or Your Platform Obligations, and will administer and maintain PII you collect and Your Digital Property subject to any limitations in such authorization or consent.

·        You have obtained and will maintain any governmental approvals, licenses, consents or authorizations required for Your Digital Property under Your Applicable Law or Your Platform Obligations and, will administer and maintain Your Digital Property as required by any such approval, license, consent or authorization.

·       You have obtained and will maintain any license, approval, consent or agreement required for use of any proprietary information or intellectual property which constitutes any portion of or is used in connection with use of the Site or the Service.

·       You will only use the Site and the Service in compliance with Your Applicable Law and Your Platform Obligations, and subject to your representations under these Terms of Use.

NAI Code of Conduct

You will use commercially reasonable efforts to comply with the Network Advertising Initiative Code of Conduct rules applicable to your business. In particular, without obtaining the applicable individual’s opt-in consent, you will not attempt to merge any personal identifying information with any non-personal identifying information received from us or collected across web domains owned or operated by different entities. 

If you collect data for interest-based advertising, you will clearly and conspicuously post a notice that contains:

 

·        a statement of that data may be collected for interest-based advertising;

·       a description of types of data that are collected for interest-based advertising purposes;

·       an explanation of how, and for what purpose, the data collected will be used or

·       transferred to third parties; and

·       a conspicuous link to an opt-out mechanism.

 

Excusable Delay

Neither of us will be deemed to be in default of, or to have breached, any provision of these Terms of Use as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of nature, such as fires, earthquakes and other catastrophes, acts of civil or military authorities, downed nodes (outside of their control), civil disturbance, work stoppages, terrorism, wars, alien or zombie invasions, and other unforeseeable events that are not the direct or indirect fault of either party (collectively, “Force Majeure Events”). In any such case, the affected party will use commercially reasonable efforts to work around the Force Majeure Event and mitigate any impacts of any delay or failure in performance or interruption of service.  The delay or failure in performance or interruption of service must be without the fault or negligence of the party claiming excusable delay, and the party claiming excusable delay must promptly notify the other party of the delay.

DISCLAIMERS AND WARRANTY

We do not guarantee an improvement in your revenue, number of clicks, commissions, orders, earnings per click, or conversion rate as a result of using our service or working with us.

GeoRiot has no control over advertisers, affiliate networks, or affiliate programs.  Using our Site or Service does not mean that you have been admitted into any affiliate program or affiliate network. You can learn more about applying to the affiliate programs and affiliate networks that our service supports on our website.  GeoRiot is not liable and cannot be held accountable for issues or errors in regards to the affiliate networks’ or advertisers’ handling of clicks or links. 

You are required to alert GeoRiot if you are denied or removed from any affiliate program related to the GeoRiot Service. 

Our Site and our Service and our website are provided "as is” without any warranty of any kind, express or  implied, and we disclaim all warranties of merchantability, fitness for a particular purpose, or for non-infringement. We do not guarantee or promise that our site or service will be secure, accurate, timely, error free, or will accomplish any particular results.

You are solely responsible for building your links correctly and we strongly encourage you to test your links.  GeoRiot is not responsible for, and disclaims any warranty for your links.

Using our Site and our Service is at your own risk, is your responsibility, and you are solely responsible for any damages that are caused by you to us, yourself or any third party.  GeoRiot is not responsible and disclaims any warranty for misuse of our Site or Service by any third party. It is your duty, and you are hereby advised that you should verify any and all information you provide to us for its integrity and accuracy since we are not liable for any omissions or other defects.  GeoRiot is not liable for any decision, in whole or in part, that you make from using analytics that we provide to you.

LIMITATION OF LIABILITY

Important: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEORIOT AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THIS IS SO WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. This remains the case even if we or any of our suppliers have been advised of the possibility of damages. This disclaimer includes, without limitation, damages for any of the following:

·       for the loss of use, data, or profits, in any way connected with the use or performance of our service;

·       for the delay or inability to use our service;

       for the provision of or failure to provide services; or

·       for any information, software, products, services, and related graphics obtained through the use of our service.

This provision is not intended to disclaim liability for any intentional or grossly negligent conduct by GeoRiot.

This limitation may not apply to you if your loss occurs in any of the states or jurisdictions that do not allow the exclusion or limitation of liability for consequential or incidental damages.

If you are dissatisfied with any portion of our Site or Service, with any products or services provided to you, or with any of these Terms of Use, your sole and exclusive remedy is to pursue an award through the dispute resolution procedures explained below.  You must also discontinue using our Site and Service if you are dissatisfied with our Service.

Important: The maximum liability GeoRiot may have to you will be the amount of click share revenue GeoRiot has made from your account within the relevant statute of limitation, plus fees that you paid to GeoRiot, if any, within the relevant statute of limitations, unless that amount is increased by any relevant statutory multiplier or penalty.

Below you will find a Binding Arbitration section, which deals with the availability of damages.  If there is any conflict between the above “Disclaimer Warranties” section on the one hand and the following Binding Arbitration section on the other hand, the Binding Arbitration section will govern.

For jurisdictions that restrict our ability to limit our liability: Notwithstanding any provision of these Terms of Use, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the greatest extent allowed by law.

If you are a California resident, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, which says:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Explanation: Under section 1542, a general release, like the one you are agreeing to here, does not apply to cases in which

(1) a person does not know at the time of signing the release that he or she currently has a favorable claim they could make, and

(2) had he or she known it at the time, they might not have agreed to sign the release.

YOU ARE AGREEING THAT THIS SECTION, EVEN IF YOU ARE A CALIFORNIA RESIDENT, DOES NOT APPLY TO YOU. If you are a resident of some other State or jurisdiction, you waive any similar or comparable statute or doctrine that might be in effect there.

Indemnification

You agree that you will be responsible if any third party (someone other than you or GeoRiot) makes any claim against GeoRiot because of your use of our Site or Service. Specifically, you agree to release, indemnify, defend and hold GeoRiot and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorney fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to: (a) your use of the Site or Service, (b) any information you submit to GeoRiot in conjunction with your use of the Site or Service, (c) taxes that you owe or are alleged that you owe, (d) your violation of these Terms of Use, or (e) your violation of any rights of another, including but not limited to any collection, use, storage, processing or disclosure of PII. This further includes, to the greatest extent permitted by applicable law, indemnification with respect to expenses of investigations and actions by regulatory agencies and bodies, and monetary penalties if permitted.

If you are a California resident, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, which says:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Explanation: Under section 1542, a general release, like the one you are agreeing to here, does not apply to cases in which

·       a person does not know at the time of signing the release that he or she currently has a favorable claim they could make, and

·       had he or she known it at the time, they might not have agreed to sign the release.

YOU ARE AGREEING THAT THIS SECTION, EVEN IF YOU ARE A CALIFORNIA RESIDENT, DOES NOT APPLY TO YOU. If you are a resident of some other State or jurisdiction, you waive any similar or comparable statute or doctrine that might be in effect there.

Intellectual Property Rights

Our Service and all contents of our websites, including the Site and blog, knowledgebase, and dashboard, are Copyright © 2014 GeoRiot Inc. and/or its suppliers, affiliates and partners, all rights reserved.  Except as expressly authorized by GeoRiot, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on our Site, Service or content, in whole or in part. In connection with your use of our Site and Service, you will not use any data mining, scraping, robots, or similar data gathering or extraction methods. Any use of our Site or Service or our content other than as specifically authorized herein is strictly prohibited. The technology and software underlying our Site and Service or distributed in connection with it (the “Software”) is the property of GeoRiot, our affiliates, and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, nor to sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted to others here remain the rights of GeoRiot.

GeoRiot’s License

GeoRiot hereby grants to you, our client, a single, non-exclusive, non-transferable, revocable, non-sublicensable, royalty-free, worldwide right and license to use the GeoRiot Site and Service. 

Trademarks

“GeoRiot”, “GeoRiot.com”, “glob.ly”, and “georiot.co” are registered trademark of GeoRiot, Inc.  The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. Nothing in these Terms of Use or the service should be understood as in any way granting any license or right to use any of our trademarks displayed on the Site or Service. We may be willing to grant such rights in individual instances, but will always require prior written permission. All goodwill generated from the use of GeoRiot’s trademarks is reserved for the use of GeoRiot, exclusively.

Confidentiality

Neither party will use, copy, distribute, disseminate, broadcast, publish or otherwise share any of the other party’s Confidential Information (defined below) except as required to perform its obligations under these Terms of Use.  "Confidential Information" means: (a) any information designated in writing by either party as "Confidential" or an equivalent designation; (b) information disclosed under circumstances that a reasonable person should know the information is confidential or proprietary, and (c) software, code, technology, specifications, client lists, methods, guidelines, interfaces (e.g. for dashboards).  Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (a) independently developed without access to the disclosing party's Confidential Information as evidenced in writing; (b) rightfully received by the receiving party from a third party; or (c) required to be disclosed by law or by a governmental authority with legal jurisdiction; or (d) is required to disclosed to an affiliate program (such as Amazon.com or iTunes) to be in good standing with the affiliate program.

As a condition of using our Site and Service, you agree not use any Confidential Information acquired from us or our digital properties (or from use of our Site or Service in any way) to compete with us directly or indirectly or mimic the look and feel of our Site or Service in your digital properties or those that you may be related to or have interest in.

Either party may announce to the public, press or any other third party their use of our Site and Service within your technology in a credited fashion.

Termination by GeoRiot

GeoRiot reserves the right, in its sole discretion, to modify, downgrade or terminate your access to the Site and the Service at any time with notice.

Effect of Termination.  Upon termination for any reason the Service may immediately stop serving your affiliate tracking code but may continue to redirect clicks with GeoRiot’s tracking code.  Upon termination of the Service, no new obligations under these Terms of Use may be created, but obligations that arose before termination that by their nature should continue, will continue (e.g., confidentiality covenant, indemnification obligations, payment obligations, disclaimers, liability limitations). 

Data

We collect and use data, including Personal Identifying Information, Non-Personal Identifying Information, affiliate parameters that you provide to us in accordance with our Privacy Policy, the terms of which are incorporated into these Terms of Use and part of your agreement with us.  As set forth in our Privacy Policy, we do not collect Personal Identifying Information from members of the general public (i.e., “consumers”) who are routed through the GeoRiot service after clicking on GeoRiot Links.  We do however collect (but do not share) your Personal Identifying Information such as name, email address, Skype ID and or phone number when you sign up for an account with us. Please refer to our Privacy Policy for details.

You acknowledge and agree that we will collect Click data from your links with that of other customers for use in our analytical services.  Some analytical services are a premium service that you may select in your service options.  Aggregated Click data are GeoRiot’s work product and our property. GeoRiot, in its sole discretion, may choose to make metrics available to its clients in accordance with applicable law, rules and regulations.

Modification of these Terms of Use

GeoRiot reserves the right to change the terms, conditions, and notices under which the Site is made available and the Service is offered. GeoRiot will provide you notice of changes to the Terms of Use by posting a message on manage.georiot.com that will appear on your account the next time you log in.

With three exceptions, any changes to the Terms of Use will become effective no earlier than ten calendar days after they are posted.  The exceptions: (1) if you are enrolled in a time-based subscription, the changes will become effective no earlier than 90 days; (2) any changes made either for legal reasons or that concern new functions of the services will be effective immediately; and (3) any changes to the Binding Arbitration section will be effective 30 calendar days after they are posted. Once you have received notice of the modifications, you will have 10 days in which you can reject the modifications, thereby terminating your account.  If you are enrolled in a time-based subscription, you will be subject to the 90-day notice period, during which time the version of the Terms of Use you last accepted will apply to you.

You understand and agree that your access to our Site or other use of our Service after the effective date of a posted change will be treated as acceptance of the modified Terms of Use.

Language

All communications and notices to be made or given pursuant to these Terms of Use will be in the English language. In the event these Terms of Use are translated, the original English version will prevail.

Governing Law

These Terms of Use are governed by the laws of the State of Washington in the United States of America, without giving effect any conflict of law rules.  You agree that venue for any dispute (litigation or arbitration) will be in Seattle, Washington, and hereby submit to the jurisdiction of the state and federal courts there.

 Binding Arbitration; Waiver of Class Action

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Most client concerns can be resolved quickly and to the client's satisfaction by emailing the GeoRiot team at contact@georiot.com or calling us at 408.384.8165 during normal business hours in the UTC-8 (West Coast) time zone.

If GeoRiot has not been able to resolve a dispute it has with you after attempting to do so informally, including through mediation (which GeoRiot will pay for), we each agree to resolve such dispute through binding arbitration or small claims court – instead of courts of general jurisdiction.

Arbitration Procedures

GeoRiot and you agree that all disputes and claims between us will be settled by arbitration or in small claims court. This agreement to arbitrate (the “Arbitration Agreement”) is intended to be broadly interpreted. It includes, but is not limited to the following:

·       claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;

·       claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);

·       claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and

·       claims that may arise after the termination of the Terms of Use.

Although you may not bring a suit in a court other than small claims court, you may bring issues to the attention of federal, state, or local agencies, including, for example, the Federal Communications Commission or the Attorney General of your state. If the law allows, such agencies can seek relief against us on your behalf.

By entering into this Arbitration Agreement, you and GeoRiot are each waiving the right to a trial by jury or to participate in a class action.

Because this document includes this Arbitration Agreement, making it a transaction in interstate commerce, it is governed by the Federal Arbitration Act.

This Arbitration Agreement will survive termination of the Terms of Use.

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to GeoRiot should be addressed to General Counsel C/O GeoRiot Networks, Inc. 2320 S. Spokane St, Seattle, WA USA (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought ("Demand").  If GeoRiot and you do not reach an agreement to resolve the claim within 60 calendar days after the Notice is received, you or GeoRiot may commence an arbitration proceeding by filing an arbitration demand. During the arbitration, the amount of any settlement offer made by either GeoRiot or you will not be disclosed to the arbitrator until after the arbitrator determines the amount you or GeoRiot should receive.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA") – known collectively as "the AAA Rules.” These rules may be as modified by this Arbitration Agreement; and they will be administered by the AAA. The AAA Rules are available at three sources: (1) online at adr.org; (2) by calling the AAA at 1-800-778-7879; or (3) by writing to the Notice Address.

The arbitrator will decide all issues, including the scope and enforceability of the Terms of Use, and arbitrability under the Arbitration Agreement..

Unless GeoRiot and you agree otherwise, arbitration hearings will take place in a location reasonably convenient for both parties, with due consideration for their ability to travel and other similarly pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA.

If your claim is for $10,000 or less, we agree that you may choose from the following three ways of conducting the arbitration: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

The payment of these fees will be governed by the AAA rules.

This arbitrator may make rulings or resolve disputes as to the payment and reimbursement of fees and expenses. His may be done at any time during the proceeding; it also may be done upon request from either party made within 14 days of the arbitrator's ruling on the merits.

Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also, without waiving any remedy under this Arbitration Agreement, may seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitration tribunal.

The arbitrator may award declaratory or injunctive relief only in favor of a single party and only to provide that party’s relief.  You and GeoRiot agree that each may bring claims against the other only as individuals; neither can become a plaintiff or class member in a class or representative proceeding. Unless both you and GeoRiot agree otherwise, the arbitrator may not consolidate the claims of multiple persons. The arbitrator is not allowed to preside over any form of a representative or class proceeding. Any attempt to issue a class or representative award will exceed the arbitrator’s power.

Changes to the Arbitration Provision.  GeoRiot may, in the future, make changes to this Arbitration Agreement by providing you notice under the “Modification of these Terms of Use” provision above. We agree that should such a change be made while you are our customer, you may reject it by sending us written notice. The notice must be given within 30 calendar days of the notice of modification to the Notice Address provided above. By rejecting any future change, you are agreeing, in accordance with the language of this provision, that you will settle any dispute between us by arbitration. This remains in effect even if it seems to conflict with some other provision in these Terms of Use. Note: This paragraph does not apply if the change concerns only the Notice Address.

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and GeoRiot as a result of the Terms of Use or use of our service. GeoRiot's performance under these Terms of Use is subject to existing laws and legal process. Nothing contained in these Terms of Use diminishes GeoRiot's right to comply with governmental, court, and law enforcement requests or requirements relating either to your use of our service or to information supplied to GeoRiot. If any part of these Terms of Use is determined to be invalid or unenforceable as a result of the above warranty disclaimers and liability limitations, – or as a result of any other legal requirements – then the invalid or unenforceable provision will be considered to have been replaced by whatever valid, enforceable provision most closely matches what the original provision was intending to accomplish. The remainder of these Terms of Use will continue in effect.

These Terms of Use, the Privacy Policy, and the service options on our Site constitute the entire agreement between you and GeoRiot with respect to our service. It supersedes all prior or contemporary communications and proposals between us, whether electronic, oral, or written. You may not pass on to someone else any of your rights or obligations under these Terms of Use without GeoRiot's written consent. GeoRiot's rights under the Terms of Use may be transferred by GeoRiot to someone else. That right is not waived even if GeoRiot fails to enforce or exercise either any provision of the Terms of Use or any related right.  

Unless otherwise stated, GeoRiot may communicate with you officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on our service

A printed version either of this Agreement or of any notice sent in electronic form will be equally as admissible in legal proceedings relating to this Agreement as documents generated and maintained in printed form. All parties approve of this Agreement and all related documents having been written in English.

Questions? Comments? Concerns?

Please contact us at contact@georiot.com to report any violations of these Terms of Use or to pose any questions regarding this Terms of Use or the Service.

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