privacy and spam policy

Privacy Filter Terms and Conditions

Geonetric Privacy Filter Terms of Service

These Terms of Service (“Agreement”) govern the use of and access by CLIENT NAME (“Client”) and any individuals granted access by Client (“Users”) to the Geonetric Privacy Filter services provided by Geonetric, Inc. (“Geonetric”).

 

BACKGROUND

By using Geonetric Privacy Filter (“GPF”) you’re agreeing to these terms and conditions. Geonetric may update or modify this Agreement at any time. Updated versions will be posted in the GPF system admin. It is your responsibility to check this from time to time for updates. Your continued use of GPF shall be deemed as acceptance of any updates to this Agreement.

This Agreement represents the entire legal agreement between the parties related solely to the GPF Services (“Services” or “The Services”). Any information provided elsewhere, including on any websites or marketing materials, are provided for your convenience, are not legally binding and do not modify this Agreement in any way. Except for the limited rights granted under this Agreement, no other rights or licenses are granted to Client. Geonetric shall retain all right, title and interest in The Services.

 

TERMS

  1. Services
    1. Certain details of The Services available to Client are governed by the specific services selected (“Package”) including but not limited to the annual price, volume of events, and access to certain features of The Services.
    2. During the term of this Agreement, Geonetric will use commercially reasonable efforts to provide The Services to you in a manner consistent with your service plan.
    3. Geonetric may make changes or modifications to The Services from time to time without prior notice.
    4. Package pricing and features are subject to change upon renewal of this agreement including auto-renewal as described, below.
  2. Specific integrations with third-party tools may be available at additional cost.
    1. Access and Audit
    2. Geonetric hereby grants you access to use The Services included in your package.
    3. Geonetric may audit your use of The Services for compliance with these terms. If such an audit reveals any use not in compliance with this Agreement and your current licensure of The Services, you shall reimburse Geonetric for all reasonable expenses relating to the audit and any costs related to returning to compliance.
  3. The Services may only be used on a set number of web domains as specified by the Package selected. Each domain provided must be a fully qualified domain name. Attempting to use The Services on another domain may cause it to operate incorrectly or may result in additional licensing costs.
  4. HIPAA Compliance
    1. Using The Services for sensitive information such as Protected Health Information (“PHI”) as defined under Health Insurance Portability and Accountability Act (“HIPAA”) requires execution of the Geonetric Business Associate Agreement (“BAA”).
    2. Data collected using The Services shall never be considered part of Client’s designated record set as defined by the HIPAA privacy rule.
    3. It is Client’s responsibility to understand the regulatory constraints under which Client’s organization operates and its policies around appropriate use of sensitive data including PHI. You agree to Indemnify and hold harmless Geonetric and its owners, managers, employees, contractors and agents for any misuse of The Services by Client or Users.
    4. You shall use all reasonable efforts to prevent unauthorized access to or inappropriate use of The Services. You agree to comply with any and all applicable laws and regulations.
  5. Term and Renewal
    1. This Agreement is effective as of the date of Client’s Geonetric Privacy Filter Services Agreement (“Effective Date”) and continues for a one-year term.
    2. At the end of any contract term, this Agreement will auto-renew for an additional year using the then applicable Package pricing and features unless either party provides 30-day notice of their intent not to renew.
    3. In the event that certain underlying third-party services become unavailable for any reason and suitable alternatives cannot be identified or are deemed economically impractical by Geonetric, either party has the right to terminate this Agreement with written notice. Upon termination both parties shall be released from further obligations under this agreement.
    4. In the event of the termination or expiration of this Agreement for any reason, Sections 5, 7, 10, and 11 shall survive termination of this Agreement. Neither party shall be liable to the other part for damages or equitable remedies of any sort resulting solely from terminating this Agreement in accordance with its terms.
  6. Indemnification
    1. Geonetric Indemnification. Geonetric shall defend and/or settle, and pay damages awarded pursuant to any third party claim brought against Client alleging The Services improperly includes any third-party copyrighted subject matter, third-party patented subject matter or third-party trade secrets, provided that Client promptly notifies Geonetric in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Geonetric at Geonetric’s expense and with Geonetric’s choice of counsel. Client shall cooperate with Geonetric, at Geonetric’s expense, in defending or settling such claim and Client incurred by Client without the prior written approval of Geonetric.
    2. Client Indemnification. To the extent permitted by law, Client shall indemnify, defend and hold harmless Geonetric and its officers, directors, employees, agents, successors, and assigns from any and all liability, claim, lawsuit, injury, loss, expense or damage resulting from or relating to the acts or omissions of Client and its employees, agents and subcontractors. Any limitation of liability contained in any other agreement between the parties shall not apply to the indemnification requirement of this Section.
  7. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
  8. Assignment This Agreement and all rights and obligations may not be assigned in whole or in part by either party without the prior written consent of the other, except the rights and obligations of Geonetric may be assigned to another entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting securities and/or assets of such party. Any attempted assignment in contravention of this Section shall be void and of no effect.
  9. Non-solicitation The Customer shall not, during the term of this Agreement, and for a period of one year after termination of this Agreement, solicit or recruit for employment any employee, personnel, or subcontractor of Geonetric.
  10. Governing Law This Agreement will be governed and construed in accordance with the laws of the state of Iowa, without regard to conflict of law principles. Except for claims relating to a breach of confidentiality or involving Intellectual Property Rights, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Cedar Rapids, Iowa under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules.  Judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.