These Terms of Service constitute an agreement (this “Agreement”) by and between Phacil Inc. d/b/a SaraGEO, a Delaware Corporation having its principal place of business at 601 California Street, Suite 1710 San Francisco, CA 94108 (“Provider” or “SaraGEO”) and each customer of Provider’s Services (“Recipient” or “You”).
- “Account” refers to the Service plans and features selected by Recipient through Provider’s customer portal at the time of enrollment and accepted by Provider, as such plans and features may change by mutual consent of the parties, as recorded by Provider through such portal.
- “AUP” refers to Provider’s acceptable use policy, posted at www.sarageo.com, as such policy may change from time to time.
- “Authorized Representative” refers to duly authorized agent of the parties having actual authority.
- “Effective Date” refers to the date of commencement of the Service as listed in Recipient’s Account.
- “Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.
- “Recipient Data” refers to data in electronic form input or collected through the Service by or from Recipient.
- “Service” refers to Provider’s various websites (“Website”), APIs (“API”), email notifications, software, applications, plugins, browser extensions, buttons and widgets, and any information, text, graphics, photos or other materials uploaded, downloaded or appear on the Service. The Service includes such features as are set forth on Provider’s website (www.sarageo.com), as Provider may change such features from time to time, in its sole discretion.
- “SLA” refers to Provider’s service level agreement, posted at www.sarageo.com, as such service level agreement may change from time to time.
- “User Generated Content” refers to maps created by you in connection with the Service, including any uploaded photo and/or video content, social media content, user created shapes, designs, and custom markers, and any other user generated or user submitted content in connection with the Service.
- Service. Provider will provide the Service to Recipient pursuant to its standard policies and procedures then in effect.
- Accounts. As a condition to using the Services, you may be required to register with SaraGEO and create an account (“Account”). You shall provide SaraGEO with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You may not create multiple Accounts for disruptive or abusive purposes, or with overlapping use cases. Mass Account creation may result in suspension of all related Accounts. Accounts that are inactive for more than six months may also be removed without further notice.You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. SaraGEO cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
Materials, Software & IP
- Materials Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Service.
- IP in General Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components.You agree that User Generated Content you create in connection with the Service will not contain third-party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant SaraGEO all of the license rights granted herein.
User Generated Content and Location Sharing
- You hereby grant SaraGEO a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Generated Content in connection with the Services, including without limitation for promoting and redistributing part or all of the User Generated Content (and derivative works thereof) in any media formats and through any media channels.SaraGEO allows users to create and share maps with location content and information. As a user, you can create public or private maps with your location content and information. When you publish location content or information using the Public setting, it means that you are allowing everyone to access and use that information, and to associate it with you. SaraGEO has no control over your location sharing settings, and you understand it is your responsibility to configure sharing settings for your published location content and information.
- AUP Recipient will to comply with the AUP. In the event of Recipient’s material breach of the AUP, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that Provider take any action against Recipient or any other customer for violating the AUP, but Provider is free to take any such action it sees fit.
Each Party’s Warranties
- Recipient’s Identity Recipient warrants: (i) that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
- Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
- Disclaimers. Except for the express warranties specified in this section 7, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing, (i) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; and (ii) Provider does not warrant that the Service will perform without error or immaterial interruption.
Limitation of Liability.
- IN NO EVENT: (a) WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100; AND (b) WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF RECIPIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, Provider’s liability will be limited to the maximum extent permissible.
- Data Management. Unless it receives Recipient’s prior written consent, Provider: (i) will not access or use Recipient Data other than as necessary to facilitate the Service; and (ii) will not give any third party access to Recipient Data. Notwithstanding the foregoing, Provider may disclose Recipient Data as required by applicable law or by proper legal or governmental authority. Provider will give Recipient prompt notice of any such legal or governmental demand and reasonably cooperate with Recipient in any effort to seek a protective order or otherwise to contest such required disclosure, at Recipient’s expense.
- Termination & Cancellation. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your Account at any time by following the instructions on the Website. SaraGEO may terminate your access to the Services or your Account at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your Account. SaraGEO may also terminate or suspend any or all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your Account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. All of your Content may be immediately deleted from the Services upon cancellation. This information cannot be recovered once your Content is deleted.
- Notices. Provider may send notices pursuant to this Agreement to Recipient’s contact points listed in Recipient’s Account, and such notices will be deemed received 24 hours after they are sent. Provider may send notices pursuant to this Agreement to inform Recipient of services changes or other service offices, and such notices will be deemed received 24 hours after they are sent.
- Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.
- No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
- Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
- Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
- Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Delaware, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of San Francisco County, California.
- Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
- Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
PII We Collect
We collect the following Personally Identifiable Information from users who buy our products and services: name, e-mail address, telephone number, address, and credit card number.
We also use “cookies” to collect certain information from all users, including website visitors who do not purchase services through our Website. A cookie is a string of data our system sends to your computer and then uses to identify your computer when you return to our Website. Cookies give us usage data, like how often you visit, where you go at the site, and what you do.
Our Use of PII
We use your Personally Identifiable Information to create your account, to communicate with you about products and services you have purchased, to offer you additional products and services, and to bill you. We also use that information to the extent necessary to enforce our Website Terms of Service and to prevent imminent harm to persons or property.
Protection of PII
We employ data security tools to protect Personally Identifiable Information. Unfortunately, even with these measures, we cannot guarantee the security of PII. By using our Website, you acknowledge and agree that we make no such guarantee, and that you use our Website at your own risk.
Contractor and Other Third Party Access to PII
We give certain independent contractors access to Personally Identifiable Information. Those contractors assist us with maintenance and operation of our Website. All those contractors are required to sign contracts in which they promise to protect PII using procedures reasonably equivalent to ours. We also may disclose PII to attorneys, collection agencies, or law enforcement authorities to address potential AUP violations, other contract violations, or illegal behavior. And we disclose any information demanded in a court order or otherwise required by law or to prevent imminent harm to persons or property.
As noted above, we compile Website usage statistics from data collected through cookies. We may publish those statistics or share them with third parties, but they do not include PII.
Accessing and Correcting Your PII
You can access and change any Personally Identifiable Information we store through your “My Account” page.
Sharing Your Location
SaraGEO allows users to create and share maps with location content and information. As a user, you can create public or private maps with your location content and information. When you publish location content or information using the Public setting, it means that you are allowing everyone to access and use that information, and to associate it with you. You understand and agree that SaraGEO has no control over your location sharing settings.