Last Updated: April 10, 2025
This Geofund Services Agreement ("Agreement") is entered into between the organization agreeing to these terms (“Customer”) and Geofund LLC, a Delaware limited liability company ("Company"). Company and Customer are each a “Party” and collectively the “Parties” to this Agreement. Customer represents it is lawfully able to enter into this Agreement, and if it is entering into the Agreement for an entity, that it has legal authority to bind that entity. By clicking “I agree,” accepting a duly executed Order Form referencing these Terms, or using the Services, Customer agrees to this Agreement.
This Agreement governs Customer's access to and use of any software or services which Company makes available for purchase or use along with any associated tools, documentation, and websites, (our “Services”).
SERVICES
1.1 Use of Services. Subject to timely payment of all fees and compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Services as described in this Agreement and the applicable Order Form(s). Access to the Services will be provided through an administrative account assigned by Company to Customer (the “Account”). Customer shall use the Services only for its internal business purposes and within the scope and usage limits set forth in this Agreement, the applicable Order Form(s), or otherwise designated within the Services.
1.2 Responsibilities. Customer must provide accurate and up-to-date information associated with its Account. Customer is responsible for all activities that occur under its Account, including activity by its employees, consultants, and contractors who are authorized by Customer to access the Services (each an “Authorized User”). Customer may not make Account access credentials available to third parties, share individual login credentials between multiple individuals, or resell or lease access to its Account or Authorized User account. Customer shall ensure that all Authorized Users comply with this Agreement, prevent unauthorized access to the Services, and promptly notify Company of any unauthorized access to or use of the Services.
1.3 Restrictions. Company owns all right, title and interest in and to the Services. This Agreement does not grant Customer any rights to the Services or any Company intellectual property. Customer only receives rights to use the Services as explicitly granted in this Agreement. Customer will not, and will not permit Authorized Users, to use the Services (including any software, data, or documentation related thereto) in any way that: (i) violates any applicable law, regulation, or third-party rights; (ii) involves unauthorized access to, or use of, Company’s systems or data; (iii) attempts to reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, underlying ideas, algorithms, or know-how of the Services; (iv) modifies, creates derivative works from, copies, republishes, resells, sublicenses or distributes the Services or related documentation, except as expressly permitted in writing by Company; (v) removes or obscures any proprietary notices; or (vi) builds a competing product.
2. FEES AND PAYMENT
Service Credits are not legal tender or currency; not redeemable, refundable, or exchangeable for any sum of money or monetary value; have no equivalent fiat value; and do not constitute or confer any personal property right. Service Credits and may only be used in connection with the applicable Service. Customer may review its Service Credit balance through the Services or as otherwise made available by the Company. Service Credit balance is not a bank account, digital wallet, stored value account, or other payment device.
2.4 Suspension and Forfeiture. Company may suspend or terminate access to the Services, including forfeiture of unused Service Credits, in the event of material breach of this Agreement, unauthorized use of the Services, or as required by applicable law.
2.5 Disputes and Late Payments. To dispute an invoice, Customer must contact ar@geofund.io within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and Company may suspend Services immediately after providing written notice of late payment.
TERM AND TERMINATION
3.1 Term. This Agreement begins on the Effective Date, as indicated in the applicable Order Form and continues until the earlier of: (i) the end of the Service Period set forth in the applicable Order Form; or (ii) termination of the Agreement as set forth herein.
3.2 Renewal. Renewal Terms, if any, and whether the Services auto renew, will be listed in the applicable Order Form. Notice of non-renewal or scope reduction must be given at least thirty days before the start of the next Renewal Term. If Customer reduces its Service Credit quantity, Company may adjust or remove discounts offered to Customer based on its prior purchase.
3.3 Termination. Either Party may terminate this Agreement upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or (b) ceases its business operations or becomes subject to insolvency or bankruptcy proceedings.
Company may suspend Customer’s or any Authorized User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to comply with applicable law or regulation; (ii) to address a security threat or mitigate potential harm or liability to Company, the Services, or third parties; or (iii) due to repeated or material violations of this Agreement. Company will use commercially reasonable efforts to notify Customer of any such suspension or termination and, where appropriate, provide an opportunity to cure the issue.
3.4 Effect. Upon termination, access to the Services ceases. Termination or expiration of this Agreement will not affect any rights or obligations that have accrued up to the date of termination, including any outstanding payment obligations. Upon termination or expiration, any provisions that by their nature are intended to survive will remain in full force and effect, including without limitation, those relating to confidentiality, intellectual property, indemnification, limitations of liability, disclaimers, and data handling.
CUSTOMER CONTENT
4.1 Customer Content. Customer and its Authorized Users may provide content, data, or other materials to the Services (“Input”) and receive content generated by the Services in response (“Output”). Collectively, Input and Output are referred to as “Customer Content”. As between the Customer and Company, and to the extent permitted by applicable law, Customer retains all ownership rights to Input and owns all Output. Company hereby assigns all right, title, and interest, if any, in and to such Output, subject to Customer compliance with this Agreement. Company does not claim ownership of Customer Content.
4.2 Company Obligations. Company shall process and store Customer Content solely to provide Customer with the Services, comply with applicable laws, and prevent abuse.
4.3 Customer Obligations. Customer is responsible for all Input and represents and warrants that itself and its Authorized Users have all rights, licenses, and permissions required to provide Input to the Services, and that Inputs are accurate and lawful. Customer is solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness of the Customer use case.
4.4 Security Measures. Company will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Content. These safeguards are designed to prevent unauthorized access, use, modification, or disclosure of Customer Content under Company’s control.
4.5 Breach Notification. Each Party will notify the other promptly, and in any event within 72 hours, upon becoming aware of any unauthorized access to or disclosure of Customer Content. The notice will include the nature of the incident, the data affected (if known), the steps taken to mitigate the impact, and the contact information for further follow-up.
4.6 Privacy Policy. Company’s handling of Personal Data is further described in its Privacy Policy, which is incorporated by reference. In the event of a conflict between this Agreement and the Privacy Policy, this Agreement will control solely with respect to the rights and obligations of the Parties.
CONFIDENTIALITY
5.1 Use and Nondisclosure. “Confidential Information” means any business, technical, or financial information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. For the avoidance of doubt, Confidential Information includes Customer Content. Confidential Information includes, but is not limited to, product designs, source code, business plans, pricing, and Customer Content. Confidential Information does not include information that: (i) is or becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
5.2 Obligations. Recipient agrees it will: (i) protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of like kind, but not less than reasonable care; (ii) use the Confidential Information only as necessary to perform under this Agreement; (iii) limit access to those employees, agents, or contractors who need to know the information and are bound by confidentiality obligations no less protective than those in this Agreement; and (iv) not disclose the Confidential Information to any third party without prior written consent, except as permitted under this Agreement.
5.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information if required to do so by law, subpoena, or court order, provided that it gives the Disclosing Party prompt notice (unless prohibited by law) and cooperates in seeking a protective order or limiting the scope of disclosure. In no event shall the Receiving Party disclose more than the minimum required to comply with the legal request.
INDEMNIFICATION
6.1 By Company. Company agrees to indemnify, defend, and hold Customer harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third-party arising from an allegation that the Services infringe any valid U.S. patent, registered trademark, or registered copyright. This excludes claims to the extent arising from: (a) combination of any Services with products, services or software not provided by the Company; (b) modification of any Services by any party other than Company; and (c) Customer Content
6.2 By Customer. Customer agrees to indemnify, defend, and hold Company and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a Claim related to: (a) use of the Services in violation of this Agreement; or (b) Customer Content.
6.3 Mitigation. If Company reasonably believes that all or any portion of the Services is likely to become the subject of an infringement Claim, Company will: (a) obtain, at Company expense, the right for Customer to continue using the Services in accordance with this Agreement; (b) replace or modify the allegedly infringing Service; or (c) if (a) and (b) are not commercially practicable, Company may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund any prepaid amounts for unused Services. Customer will promptly comply with all reasonable instructions provided by Company with respect to the above, including any instruction to replace, modify, or cease use of the Service.
6.4 Procedure. A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim and allow the indemnifying party sole control of defense and settlement of the claim including selection of counsel, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. THE REMEDIES IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY THIRD PARTY CLAIM THAT THE SERVICES OR CUSTOMER CONTENT INFRINGE INTELLECTUAL PROPERTY RIGHTS.
WARRANTIES AND LIMITATIONS OF LIABILITY
7.1 Limited Performance Warranty. Company warrants that the Services will be provided in a manner consistent with generally accepted industry standards and that Company will not knowingly introduce viruses or other malicious code into the Services. This warranty does not apply to beta features, third-party components, or any Services provided free of charge.
In the event of non-conformance with this warranty, Company will use commercially reasonable efforts to correct it. If Company is unable to do so within sixty (60) days of notification, either Party may terminate the affected Services by written notice. In that case, Company will refund any prepaid but unused Service Credits related to the terminated portion of the Services.
This warranty does not apply to issues arising from: (i) use of the Services with unauthorized third-party systems; (ii) modifications not made by Company; or (iii) use of the Services in violation of this Agreement.
7.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S INTENDED PURPOSE.
7.3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (i) CUSTOMER’S PAYMENT OBLIGATIONS; (ii) CUSTOMER’S LIABILITY FOR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS; AND (iii) EITHER PARTY’S LIABILITY UNDER THE INDEMNIFICATION SECTION, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
MISCELLANEOUS