Legal

Terms of Service

Master Service Agreement

Last Updated: June 14, 2026

This Geoverity Analytics Master Service Agreement (the "MSA") is entered into by and between Geoverity Analytics, the contracting entity identified in Section 11.10 (Geoverity Analytics Contracting Entity, Governing Law and Venue), and the customer contracting party identified on the applicable Order Form, together with the Affiliates of such company or entity that have entered into Order Forms for GeoTrack and for so long as they remain Affiliates (collectively, "Customer"). This MSA is effective as of the Order Form Start Date of the first Order Form executed between Geoverity Analytics and Customer. Geoverity Analytics and Customer may each be referred to herein as a "Party" or collectively as the "Parties".

By accepting this MSA, by (i) executing an Order Form that references this MSA, or (ii) subscribing to GeoTrack through an online purchasing portal, the Parties hereby agree to be bound by the terms and conditions of this MSA, including any specific services terms, product details, and any applicable license and/or subscription terms set forth in the applicable Service Schedules located at https://geoverity.com/geotrack.html, Order Form(s), and/or SOW(s). Each Order Form and/or SOW is governed by and incorporates the following documents in effect as of the Order Form Start Date of the applicable Order Form or SOW, collectively referred to as the "Agreement", that consists of, as applicable:

  1. the Order Form and/or Statement of Work;
  2. the DPA;
  3. the Service Schedule(s);
  4. any other attachments, addenda, and/or appendix(ices) to this MSA; and
  5. this MSA.

The applicable attachment(s), addenda, appendix(ices), and Service Schedule(s) is determined by the GeoTrack purchased on the Order Form and/or SOW, or through an online purchasing portal. In the event of a conflict, the order of precedence is as set out above in descending order of control.

1. Definitions and Rules of Interpretation

1.1 Definitions.

"Account" means a unique account established by Customer to enable its Users to access and use GeoTrack.

"Account Data" means the data relating to Users processed by Geoverity Analytics in connection with such Users' access to GeoTrack including, but not limited to, name, job position, email address, and password.

"Affiliate" of a Party means any entity that the Party directly or indirectly controls, is under common control with, or is controlled by, where control means the ownership of more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party's Affiliate for so long as that interest is maintained.

"Agreement" means this (a) MSA and its exhibits and linked documents, (b) any completed and signed Order Form(s) and/or Statements of Work that reference this MSA, if applicable, and (c) the DPA (as defined in Section 5.3).

"Applicable Data Protection Laws" means, to the extent applicable, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, "CCPA"), the Virginia Consumer Data Protection Act ("VCDPA"), the Colorado Privacy Act ("CPA"), and all other applicable United States federal and state privacy and data protection laws and regulations applicable to the Processing of Personal Data under the Agreement, as may be amended, extended, re-enacted, or interpreted from time to time.

"Confidential Information" means all information provided directly or indirectly by or on behalf of a Party and its Affiliates (the "Disclosing Party"), to the other Party (the "Receiving Party") before, on, or after the date of this Agreement, whether orally or in writing, which is of a confidential nature or which would be reasonably considered as being confidential. Confidential Information shall include information relating to this Agreement which is not generally known to the public, non-public financial information and data, business plans or methods, product roadmaps and pricing and other commercially sensitive information, marketing strategies, sales projections, supplier lists and names, and Customer Data. Confidential Information does not include information that: (a) was or becomes generally known to the public through no fault or breach of the Agreement by the Receiving Party; (b) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; (c) was rightfully obtained by the Receiving Party from a third party not under a duty of confidentiality and without restriction on use or disclosure; (d) was rightfully in the Receiving Party's possession at the time of disclosure without restriction on use or disclosure; or (e) is disclosed by the Receiving Party with the Disclosing Party's prior written approval.

"Customer App(s)" means those app(s) owned and operated by or on behalf of Customer or a Customer's Affiliate that may be listed on an Order Form and on which Customer implements the Script(s), pursuant to and in accordance with the Agreement.

"Customer Data" means, as applicable, (i) all forms of data, materials, or information provided or inputted by Customer, a Customer Affiliate, or a User in connection with the access or use of GeoTrack; and (ii) Visitor Data. For the avoidance of doubt, Customer Data does not include any designs, template forms, and/or the underlying technology, process, algorithm, component, or Geoverity Analytics Intellectual Property Rights used by GeoTrack or Professional Services to generate reports, insights, or any form of structured Customer Data.

"Customer Site(s)" means those website URL(s) owned and operated by or on behalf of Customer or a Customer's Affiliate that may be listed on an Order Form and on which Customer implements the Script(s) pursuant to and in accordance with the Agreement.

"Documentation" means Geoverity Analytics' then-current technical and functional documentation for GeoTrack at https://geoverity.com/geotrack.html.

"DPA" has the meaning given to it in Section 5.3.

"Early Access Program" means a program offered in Geoverity Analytics' sole discretion to a select group of customers for the testing and feedback of a not-yet-publicly-released potential functionality of GeoTrack.

"Fees" means all fees payable by Customer to Geoverity Analytics as set out in the Order Form.

"Free Trial" has the meaning given to it in Section 2.7.

"GeoTrack" means the products and services (as applicable) provided by Geoverity Analytics or its Affiliates under an Order Form, or through an online purchasing portal, or provided to Customer under a Free Trial, which may include software or other technology licensed to Geoverity Analytics or its Affiliates from third parties and embedded into the services that Geoverity Analytics or its Affiliates provides to Customer. For the avoidance of doubt, GeoTrack includes Script(s) but does not include Third-Party Services.

"Geoverity Analytics Security Safeguards" means the Geoverity Analytics security standards found at https://geoverity.com/legal/security-safeguards/ as may be supplemented by an applicable Service Schedule.

"Indemnified Party(ies)" means the Party or entity (whether Geoverity Analytics or Customer) being indemnified under Section 9.1 (Third-Party Claims), including its Affiliates, employees, directors, agents, and representatives.

"Indemnifying Party(ies)" means the Party or entity (whether Geoverity Analytics or Customer) that is providing indemnification under Section 9.1 (Third-Party Claims).

"Initial Term" means the initial term set out in the Order Form, which may be comprised of a fee-free period and a paid-for period commencing on the Order Form Start Date.

"Intellectual Property Rights" means any and all intellectual property rights including patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business, and domain names, rights in trade dress and get-up, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor, mask work, and topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property and industrial property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or may subsist now or in the future.

"Order Form" means an ordering document or online order between Customer and Geoverity Analytics, specifying GeoTrack and Professional Services (unless subject to a Statement of Work) to be provided hereunder, and including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as "Customer" as if it were an original party hereto.

"Order Form Start Date" means the start date specified in an Order Form.

"Page View" means a single occurrence on a Customer Site created by a Visitor's interaction with such Customer Site which provides new information for Geoverity Analytics to process. When applicable, the maximum number of Page Views Per Year on Customer Site(s) is set out in the Order Form as PVPY. Any visitor-interaction-triggered dynamic elements or other web technology that causes a change in the content of the webpage but not the actual URL of the webpage shall be considered a separate Page View.

"Page Views Per Year" or "PVPY" means the maximum number of Page Views permitted on the Customer Site(s) during each license year, as set out in the Order Form.

"Permitted Personal Data" means only such Personal Data of Visitors which is necessary for the provision of services under this Agreement that GeoTrack is designed to process, namely, IP address, online unique ID (Cookie ID), website and mobile app technical information, online behavioral data, and additional types of Visitor Data as may be specifically requested by Customer in connection with certain GeoTrack features.

"Personal Data" has the meaning given to it or to "personal information" by the Applicable Data Protection Laws.

"Professional Services" means any implementation, integration, consulting, training, transition, configuration, administration, or such other ancillary services regarding GeoTrack, either recurring or non-recurring, set out in an Order Form or a Statement of Work. Unless otherwise specified in an Order Form, Professional Services are further described at https://geoverity.com/legal/professional-services-overview/.

"Project" means a data grouping represented by an identifier that models the Customer Data collected by the Script(s). A Project can be configured to organize data for a given geographic location, brand, or other attributes, as supported by GeoTrack. When applicable, the total Project allowance is set out in the Order Form and may be subject to certain limitations.

"Renewal Term" has the meaning given to it in Section 7.1.

"Response" means an answer left by a Visitor on a voice-of-customer (VOC) survey on a Customer Site. When applicable, the total Response allowance applicable to the Customer Site(s) is set out in the Order Form.

"Script(s)" means the JavaScript or software development kit (SDK) generated by Geoverity Analytics and provided to Customer as part of GeoTrack (as the case may be), which, when implemented on Customer Site(s) or on Customer App(s) by or on behalf of Customer, interacts with GeoTrack and enables GeoTrack to function, including for the purpose of blocking or preventing the collection of personal data other than Permitted Personal Data.

"Service Level Agreement" means Geoverity Analytics' service level agreements as may be in effect from time to time found at https://geoverity.com/legal/support-package-slc/.

"Service Schedule" means the then-current service-specific terms and conditions applicable to GeoTrack located at https://geoverity.com/geotrack.html.

"Session" means a continuous period of Visitor activity from a single Visitor on a Customer Site or Customer App. When applicable, the maximum number of Sessions per license year is set out in the Order Form.

"Statement of Work" or "SOW" means an ordering document, including a work authorization, between Customer and Geoverity Analytics, specifying the Professional Services, Fees (if applicable), and other terms agreed between the Parties and that is entered into between Customer and Geoverity Analytics or any of their Affiliates, and including any addenda and supplements thereto.

"Term" means, with respect to each Order Form, the Initial Term together with any subsequent Renewal Term(s) thereof (if any).

"Third-Party Services" means services, software, products, applications, integrations, and other features or offerings that are provided by Customer or obtained by Customer from a third party or Geoverity Analytics at the request of Customer.

"Users" means any and all employees, agents, and independent contractors of Customer or its Affiliates who are given access to GeoTrack in accordance with the Agreement, authorized to that purpose either by Customer or by an Affiliate of Customer. If the User is an agent or independent contractor of Customer, use of GeoTrack is permitted only if the User is under confidentiality obligations with Customer at least as restrictive as those in this MSA and is accessing or using GeoTrack solely to support Customer's and/or its Affiliates' internal business purposes.

"Usage Data" means the Users' data, information, or insights generated or derived from the use of GeoTrack, including, but not limited to, user ID, IP address, online behavioral data, and technical data.

"Visitor" means a visitor of the Customer Site(s) and/or the Customer App(s).

"Visitor Data" means the data relating to a Visitor that is processed by Geoverity Analytics in connection with Customer's use of GeoTrack.

1.2 Headings and Interpretation. In this MSA, (a) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (b) the captions and headings are used only for convenience and are not to be considered in construing or interpreting this MSA; (c) the words "including," "includes," and "include" shall be deemed to be followed by the words "without limitation"; and (d) any capitalized term that is defined elsewhere in the Agreement, and not in this Section 1.1, shall have the meaning given to it where it is so defined, and such meaning shall apply wherever that term is used in the Agreement. All references in this MSA to sections, paragraphs, exhibits, linked documents, and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits, linked documents, and schedules attached hereto, all of which exhibits, linked documents, and schedules are incorporated herein by this reference.

2. Account, Use, and Access Rights

2.1 Account, Account Data and Usage Data. Customer must establish an Account with Geoverity Analytics in order for each User to use and access GeoTrack. Customer shall (a) provide current, complete, and accurate information in order to establish the Account; (b) be responsible for maintaining the security of the Account, log-in information, and password(s), including all User information; and (c) take all reasonably necessary steps to protect the Account password from loss, theft, or unauthorized disclosure. Customer shall promptly notify Geoverity Analytics of any breach or threatened breach of this Section 2.1. Geoverity Analytics' processing of Account Data and Usage Data shall be subject to the Geoverity Analytics Services Privacy Policy accessible at the following link: https://geoverity.com/services-privacy-policy/.

2.2 Right to Use. Geoverity Analytics will provide GeoTrack to Customer as set forth in the Order Form. Subject to the provisions of the Agreement, Geoverity Analytics grants to Customer a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable (except as permitted herein) right and license during the Term, solely for its and its Affiliates' internal business purposes, and in accordance with the Documentation, to: (a) access and use GeoTrack; (b) implement and configure the Script(s) on the Customer Site(s) or on the Customer App(s) (as applicable); and (c) access and use the Documentation. Customer will ensure that its Affiliates and all Users shall comply with all of Customer's obligations under the Agreement, and Customer shall remain responsible for their acts and omissions as though they were those of Customer. Customer's Affiliates may enter into an Order Form that references this MSA, in which case (i) such Customer's Affiliate shall be fully responsible for its liabilities and obligations under the Agreement; and (ii) all references to "Customer" in this MSA shall be deemed to be references to the Customer's Affiliate as set forth in the Order Form.

2.3 Restrictions. Customer shall not, and shall ensure that its Users or others under its control shall not:

  • a.use GeoTrack, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Customer's authorized use or usage metrics set forth in the Agreement, including the applicable Order Form;
  • b.license, sub-license, sell, re-sell, rent, lease, transfer, distribute, timeshare, or otherwise make any part of GeoTrack or Documentation available to third parties except as otherwise expressly provided in this MSA;
  • c.access or use GeoTrack or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with GeoTrack, or (ii) allowing access to the Account or GeoTrack by a direct competitor of Geoverity Analytics;
  • d.reverse engineer, decompile, disassemble, or copy any of GeoTrack or technologies, derive source code, object code, or trade secrets, or create any derivative works from or about any of GeoTrack or technologies, or use the output generated from GeoTrack to train, calibrate, or validate, in whole or in part, any other systems, programs, or platforms, or for benchmarking, software-development, or other competitive purposes (or attempt to do any of the same), except pursuant to Customer's non-waivable rights under applicable law;
  • e.use GeoTrack or Documentation in a way that: (i) violates or infringes upon the rights of a third party, or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; or
  • f.use GeoTrack to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of GeoTrack or any host, network, or account related thereto, or use any aspect of GeoTrack components other than those specifically identified in an Order Form, even if technically possible.

2.4 Suspension of Access. Geoverity Analytics may suspend any use of GeoTrack or remove or disable any Account or content that Geoverity Analytics reasonably and in good faith believes violates the Agreement, including any usage restrictions, subject to Geoverity Analytics delivering reasonable prior notice to Customer, unless: (a) it is prohibited from doing so under applicable law; or (b) it is necessary to delay notice in order to prevent harm to GeoTrack or a third party.

2.5 Third-Party Services. Customer may choose to obtain Third-Party Services from third parties and/or Geoverity Analytics (such as through a reseller arrangement or otherwise). Any acquisition by Customer of Third-Party Services is solely between Customer and the applicable Third-Party Service provider, and Geoverity Analytics does not warrant, support, or assume any liability or other obligation with respect to such Third-Party Services, unless expressly provided otherwise in the Order Form or this MSA. If Customer chooses to integrate or interoperate Third-Party Services with GeoTrack in a manner that requires Geoverity Analytics or GeoTrack to exchange Customer Data with such Third-Party Service or Third-Party Service provider, Customer: (a) grants Geoverity Analytics permission to allow the Third-Party Service and Third-Party Service provider to access Customer Data and information about Customer's usage of the Third-Party Services as appropriate and necessary to enable the interoperation of that Third-Party Service with GeoTrack; (b) acknowledges that any exchange of data between Customer and any Third-Party Service is solely between Customer and the Third-Party Service provider and is subject to the Third-Party Service provider's terms and conditions governing the use and provision of such Third-Party Service (the presentation and manner of acceptance of which is controlled solely by the Third-Party Service provider); and (c) agrees that Geoverity Analytics is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access to such data by Third-Party Services and Third-Party Service providers.

2.6 Support Services. Geoverity Analytics shall provide Customer with technical support services ("Support Services") that are further defined in the Service Level Agreement. Geoverity Analytics may update the Support Services from time to time, upon prior written notice to Customer, provided that such updates shall not materially diminish the existing Support Services.

2.7 Free Trial. Geoverity Analytics may provide certain GeoTrack functionalities on a trial basis free of charge, solely for Customer's internal evaluation ("Free Trial"). Customer may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into this Agreement by reference and are legally binding upon the Parties. Customer's access to and use of the Free Trial shall terminate at (a) the end of the Free Trial period for which Customer registered to use GeoTrack, (b) the start date of any paid subscription ordered by Customer for GeoTrack, or (c) termination by Geoverity Analytics in its sole discretion. Any Customer Data processed through GeoTrack during the Free Trial will be permanently lost unless Customer purchases a subscription to the same GeoTrack functionalities as those covered by the Free Trial before the end of the Free Trial period. Notwithstanding the provisions of Section 8 (Warranties and Disclaimers) and Section 10 (Limitation of Liability), the Free Trial is provided "as-is" without any warranty or representation of any kind and, to the extent permitted by law, the total, cumulative liability of Geoverity Analytics (and its respective Affiliates) arising out of or related to the Free Trial will be limited to one thousand (US $1,000) dollars.

2.8 Early Access Programs. If and to the extent Customer is invited to participate in Geoverity Analytics Early Access Programs, such participation shall be governed by the applicable terms designated by Geoverity Analytics upon enrollment.

3. Proprietary Rights

3.1 GeoTrack. Geoverity Analytics, its Affiliates, and/or its licensors own all Intellectual Property Rights and all other rights in and to GeoTrack and the Documentation, together with any improvements, enhancements, modifications, design contributions, or derivative works thereof and any related knowledge or processes (including any machine learning algorithms output by GeoTrack). All deliverables provided by or for Geoverity Analytics in the performance of GeoTrack and the Professional Services, excluding Customer Data and Customer's Confidential Information, constitute part of GeoTrack under this MSA. Except for the limited rights and licenses expressly granted to Customer under the Agreement, no right, title, or interest in or to GeoTrack, the Documentation, or any Geoverity Analytics Intellectual Property Rights is granted, assigned, or transferred to Customer, whether by implication, estoppel, or otherwise, and Geoverity Analytics, its Affiliates, and its licensors reserve all rights not expressly granted herein.

3.2 Customer Data. Customer Data processed through the use of GeoTrack is, and shall remain, owned by Customer. Subject to the provisions of the Agreement, Customer hereby grants to Geoverity Analytics and its Affiliates a limited, revocable, non-exclusive, non-sublicensable, worldwide, royalty-free right and license to process, transmit, and use the Customer Data and any Intellectual Property Rights therein solely to the extent necessary to perform Geoverity Analytics' obligations under this Agreement during the Term. Notwithstanding the foregoing, the limited license granted under this Section 3.2 is without prejudice to, and the perpetual and irrevocable licenses granted to Geoverity Analytics and its Affiliates under Section 5.5 (Data Use) with respect to anonymized or aggregated Customer Data, Usage Data, and anonymized or aggregated Visitor Data shall constitute express exceptions to, the limitations and revocability set forth in this Section 3.2.

3.3 Professional Services. Unless otherwise specified in the applicable SOW, all deliverables provided by or for Geoverity Analytics in the performance of the Professional Services, excluding Customer Data and Customer's Confidential Information, are owned by Geoverity Analytics and constitute part of the Professional Services under the Agreement. Effective only as of final payment by Customer to Geoverity Analytics of all amounts required by an Order Form or SOW, and subject to the terms and conditions of the Agreement, Geoverity Analytics grants to Customer a non-exclusive, for the duration of legal protection, worldwide, royalty-free license to use the deliverables created for Customer during performance of the Professional Services (the "Work Product") provided to Customer under the Order Form or SOW, solely for purposes of Customer's internal business operations. This license includes permission to make copies of the provided Work Product for such internal use, but does not include permission to distribute the Work Product or any copies thereof. If and to the extent Customer purchases Professional Services, any purchased Professional Services hours that remain unused after the end date specified in the Order Form shall expire and may not be carried over or used for any other purpose.

3.4 Feedback. Customer may from time to time provide recommendations, suggestions, proposals, ideas, derivations, or other feedback for enhancements or functionality to Geoverity Analytics and its Affiliates with respect to GeoTrack (the "Feedback"). To the extent Customer provides Feedback, Customer hereby grants to Geoverity Analytics and its Affiliates a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 11.3 (Transfer and Assignment)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit the Feedback (including by incorporation of such Feedback into GeoTrack) without restriction. Customer shall ensure that: (a) the Feedback does not identify Customer, its Affiliates, or its Users, and does not include any Customer Data; and (b) Customer has obtained the requisite authorization from any User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer's Confidential Information.

4. Confidentiality

4.1 Restricted Use and Nondisclosure. During and after the Term, the Receiving Party shall (a) use the Confidential Information solely for the purposes of this Agreement; (b) not reproduce, disseminate, or disclose the Confidential Information to any person, except at the request of the Disclosing Party or to the Receiving Party's or its Affiliates' employees, authorized representatives, contractors, and advisers who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth in this Section 4; and (c) protect all Confidential Information with at least the same degree of care as it uses to protect its own information of a similar nature, and in no event with less than a reasonable degree of care.

4.2 Required Disclosure. If the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party shall give prompt written notice to the Disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and shall cooperate with the Disclosing Party to obtain, where reasonably available, an order protecting the Confidential Information from public disclosure. Any disclosure made pursuant to this Section 4.2 shall be limited to that portion of the Confidential Information that the Receiving Party is legally required to disclose, and such Confidential Information shall otherwise remain subject to the obligations set forth in this Section 4.

4.3 Ownership. The Receiving Party acknowledges that, as between the Parties, all Confidential Information it receives from the Disclosing Party, including all copies thereof in the Receiving Party's possession or control, in any media, is proprietary to and exclusively owned by the Disclosing Party. Nothing in the Agreement grants the Receiving Party any right, title, or interest in or to any of the Disclosing Party's Confidential Information. The Receiving Party's incorporation of the Disclosing Party's Confidential Information into any of its own materials shall not render such Confidential Information non-confidential.

4.4 Confidentiality of Terms. Notwithstanding the right granted to Geoverity Analytics under Section 11.2 (Commercial Reference), the existence, terms, conditions, and pricing of the Agreement, each Order Form, and each SOW constitute Confidential Information of each Party, and neither Party shall disclose the same except in accordance with this Section 4. For the avoidance of doubt, nothing in this Section 4.4 shall limit Geoverity Analytics' exercise of the right granted under Section 11.2 (Commercial Reference).

5. Security, Personal Data and Customer Data

5.1 Geoverity Analytics Security Safeguards. Geoverity Analytics shall use commercially reasonable, industry standard security technologies to provide GeoTrack. Geoverity Analytics has implemented and shall maintain appropriate technical and organizational measures, including information security policies and safeguards, designed to preserve the security, integrity, and confidentiality of Customer Data and Personal Data and to protect against unauthorized or unlawful disclosure or corruption of, or access to, such data, in each case in accordance with the Geoverity Analytics Security Safeguards. Additional or differing security obligations, if any, shall be expressly set forth in the applicable Service Schedule, Order Form, or separate written agreement between the Parties.

5.2 Security Audit. Geoverity Analytics uses appropriately recognized accreditors to conduct audits in accordance with ISO 27001 or other similarly recognized standards (the "Information Security Management"). Customer may conduct periodic technical security tests (manual penetration tests) and audits of Geoverity Analytics' systems holding or containing any Customer Data, using a third-party provider (under confidentiality obligations no less strict than the obligations of Customer under this Agreement), to verify the adequacy of the Geoverity Analytics Security Safeguards (a "Technology Security Audit"), provided that Customer agrees to the Geoverity Analytics Penetration Testing Protocol. Customer shall promptly notify Geoverity Analytics of its findings discovered during the course of the Technology Security Audit. Arising deficiencies and their associated criticality shall be reviewed and mutually agreed upon by both Parties. Any Technology Security Audit shall be subject to the following: (a) Customer shall provide thirty (30) days' prior written notice to Geoverity Analytics; (b) Technology Security Audits are limited to once every twelve (12) month-period, provided, however, that there shall be no limitation on the audit right where the audit is required by competent authorities; (c) the Technology Security Audit shall not unreasonably interfere with Geoverity Analytics' business or operations; (d) Customer is responsible for all costs and fees associated with such Technology Security Audit; (e) Geoverity Analytics shall not be required to provide Customer with physical access to Geoverity Analytics' or its subprocessors' systems or environment; and (f) the scope, date, time, and format of the Technology Security Audit shall be mutually agreed upon between the Parties prior to the commencement of the assessment, and shall be limited to security topics that are not already covered by the SOC 2 or ISO 27001. Geoverity Analytics shall promptly address all validated critical deficiencies, concerns, or recommendations arising out of any Information Security Management or Technology Security Audit (each a "Security Audit"). If, as a result of any Security Audit, Customer reasonably deems Geoverity Analytics' security measures insufficient, then, promptly following Customer's written request, a senior Geoverity Analytics executive shall meet with a representative of Customer to discuss the matter in good faith until its conclusion. Any information disclosed pursuant to this Section 5.2 shall be deemed Geoverity Analytics' Confidential Information.

5.3 Data Processing Agreement. In respect of the processing of any Personal Data, the Parties agree that the provisions of Geoverity Analytics' Data Processing Agreement (located at https://geoverity.com/privacy-center/data-processing-agreement) shall apply, except where the Parties have agreed and executed a bespoke data processing agreement (either, together with its annexes, the "DPA"). Each Party agrees to comply with the terms of the DPA, which shall be incorporated into the Agreement by this reference. Execution of this MSA and/or any Order Form shall be deemed execution of the DPA.

5.4 Customer Data, Personal Data, Visitor Data.

  • a.Customer shall use GeoTrack in accordance with all applicable laws, including any Applicable Data Protection Laws. Customer acknowledges and agrees that it is Customer's responsibility to ensure that Customer's use of GeoTrack complies with all Applicable Data Protection Laws, including, but not limited to: (i) providing the appropriate notice to Visitors (e.g., a privacy policy conspicuously posted on the Customer Site(s)) that clearly and accurately discloses its privacy practices (including how data is collected and used); (ii) the placement and use of cookies, SDK, or any other similar technologies relating to GeoTrack and the use of GeoTrack with respect to the processing of Visitor Data; and (iii) if required by law, obtaining and maintaining a record of consent and disclosing the identity of Geoverity Analytics and Geoverity Analytics' cookie policy. Upon the written request of Customer, Geoverity Analytics may provide to Customer certain technical documentation reasonably requested for Customer's compliance with applicable legal or statutory obligations. Customer warrants that it has, and shall maintain throughout the Term, a valid lawful basis to process Visitor Data pursuant to and in accordance with the terms of the Agreement. Customer shall not commit any act, or omit to act in any way, which places or is likely to place Geoverity Analytics in breach of any Applicable Data Protection Laws or any other applicable laws or regulations.
  • b.Customer agrees and acknowledges that GeoTrack is not intended for the processing of any Personal Data of Visitors other than the Permitted Personal Data. Therefore, Customer shall prevent the transfer of any Personal Data of Visitors (other than the Permitted Personal Data) to Geoverity Analytics, including, but not limited to, by implementing the appropriate blocking Scripts as stated in the Geoverity Analytics Documentation or by using other available tools and methods, on such relevant areas of the Customer Site(s) and browser back-end where Personal Data of Visitors (other than the Permitted Personal Data) may be: (i) collected through Customer's use of GeoTrack (e.g., via cookies, JS or API error logs, or other network communication); (ii) inputted by a Visitor (e.g., through keystrokes); or (iii) displayed (e.g., prefilled, or data within the HTML).
  • c.If either Party becomes aware that Personal Data of Visitors (other than the Permitted Personal Data) has been processed through GeoTrack, then, without limiting any of the rights or remedies available to a Party under the Agreement or under applicable law, the Parties agree to cooperate in good faith to delete any such Personal Data from GeoTrack. Customer acknowledges and agrees that, if Personal Data is required to be deleted pursuant to this Section 5.4 and it is not commercially reasonable or technically feasible to delete only such Personal Data (as shall be determined by Geoverity Analytics), other Visitor Data processed through the use of GeoTrack may be deleted in the process.
  • d.Visitor Data processed through the use of GeoTrack shall be available for Customer's use for the duration of the relevant period specified in the Order Form (the "Access Period"). Geoverity Analytics shall delete or anonymize Visitor Data no later than thirteen (13) months from its collection (the "Retention Period"); provided, however, that where the Access Period agreed by the Parties in an Order Form or pursuant to a Service Schedule exceeds thirteen (13) months, the Retention Period shall be deemed extended to be coextensive with such Access Period, and Geoverity Analytics shall delete or anonymize the Visitor Data upon expiry of that extended Retention Period. In the event of any conflict between the Access Period and the Retention Period, the longer of the two shall control. The Access Period may in certain cases be extended for an additional cost, subject to the Parties signing an additional Order Form, in which case the Retention Period shall be extended accordingly.

5.5 Data Use. Customer authorizes and grants to Geoverity Analytics and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to: (a) compile, access, and use Customer Data, strictly in order to research, develop, modify, improve, or support the services provided by Geoverity Analytics and its Affiliates; (b) use Customer Data in an anonymous or aggregated form, where no such information could directly identify, or will reasonably be used to identify, Customer, Customer's Users, or its Visitors, for benchmarking or machine learning purposes; (c) collect and use Usage Data for its business purposes, including industry analysis, analytics, marketing, and developing, training, and improving its products and services (the "Internal Development"); and (d) anonymize or aggregate Visitor Data for any further internal business uses, including Internal Development and the creation and distribution of statistical insights, reports, and other materials. The licenses granted under this Section 5.5 are granted notwithstanding, and shall survive the revocation or expiry of, the limited license set forth in Section 3.2 (Customer Data). In no event shall Geoverity Analytics or its Affiliates sell Customer Data to third parties for any marketing or advertising purposes whatsoever. Customer agrees that Geoverity Analytics is permitted to anonymize or de-identify Customer Data for the foregoing purposes.

6. Payment of Fees; Taxes

6.1 Fees and Expenses. Unless expressly agreed otherwise in the applicable Order Form or a Service Schedule: (a) Geoverity Analytics shall invoice Customer for the Fees annually in advance; (b) the first invoice shall be issued on the relevant Order Form Start Date; (c) payment is due within thirty (30) days from Customer's receipt of the invoice; (d) all amounts shall be denominated and payable in the currency specified in the Order Form; and (e) where the Page View, Session or Response limits set forth in an Order Form are exceeded during any given twelve (12)-month period of the Term, Geoverity Analytics may invoice over-usage fees annually in arrears at Geoverity Analytics' then-applicable rate or, if specified in an Order Form, at the overage rate, and Customer shall pay such invoice in accordance with the invoicing terms set forth in such Order Form. To the extent Customer requests on-site performance of Professional Services under a Statement of Work, the reasonable cost of travel, hotel, subsistence, and any other ancillary expenses reasonably incurred by Geoverity Analytics in the performance of such on-site Professional Services shall be invoiced to the Customer by Geoverity Analytics separately, and such expenses are payable within thirty (30) days of Customer's receipt of a valid invoice. Notwithstanding any provision to the contrary in the Order Form, all non-recurring Professional Services (including, but not limited to, onboarding services) shall be fully invoiced as of the Order Form Start Date. Any failure or delay to issue or deliver an invoice shall not excuse Customer's payment obligations. Once executed, Order Forms are non-cancellable and non-refundable except as expressly agreed in the relevant Order Form. Fees may be revised annually with effect from the start of each Renewal Term, such increase not to exceed the greater of 3% or the annual increase of the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics, measured over the twelve (12) month period ending most recently before the commencement of the applicable Renewal Term.

6.2 Payments, Late Fees, Attorney's Fees. All payments must be made by bank transfer or EFT payment, at the sole cost of the Customer. Without prejudice to any other rights or remedies Geoverity Analytics may have, if Customer fails to make payment in accordance with this Agreement within ten (10) days of receipt of a written reminder to pay, then Geoverity Analytics may, subject to applicable law: (a) charge interest, accruing each day, at a monthly rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law on the overdue sum from the due date until the date the overdue sum (plus applicable interest) is paid in full; and/or (b) suspend access to all or part of GeoTrack and the provision of any Professional Services until such time as the overdue amount (plus applicable interest) is paid. Where Geoverity Analytics fails to amicably recover unpaid sums and interest due by Customer under this Agreement, all reasonable costs, fees (including attorney's fees) or expenses incurred by Geoverity Analytics arising out of Customer's failure to pay pursuant to and in accordance with this Agreement shall be recoverable in full by Geoverity Analytics from Customer.

6.3 Purchase Orders. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form, and Geoverity Analytics hereby rejects any additional or conflicting terms set out in a purchase order or any other ordering materials submitted by Customer. Geoverity Analytics' provision of GeoTrack is governed solely by the terms and conditions of the Agreement. Upon request, Geoverity Analytics shall reference Customer's purchase order number on its invoices, and Customer acknowledges that it is Customer's responsibility to provide accurate purchase order information (including a purchase order number) to Geoverity Analytics upon the execution of the relevant Order Form. Customer's failure to provide Geoverity Analytics with the corresponding purchase order shall not relieve Customer of its obligations to pay the Fees to Geoverity Analytics pursuant to Section 6.1 (Fees and Expenses) above.

6.4 Taxes. Unless otherwise required by applicable law and subject to any requirements thereof, Customer shall make all payments under this Agreement free and clear of, and without any, tax deduction (such as withholding tax). Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Geoverity Analytics has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 6.4, Geoverity Analytics will invoice Customer and Customer will pay that amount unless Customer provides Geoverity Analytics with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Geoverity Analytics is solely responsible for Taxes assessable against it based on its income, property and employees.

7. Term and Termination

7.1 MSA Term and Order Form Term. This Agreement shall commence on the first Order Form Start Date and shall continue, unless terminated pursuant to and in accordance with Section 7.2 (Termination for Cause) below, for so long as an Order Form referencing or incorporating this MSA remains valid and in effect (the "MSA Term"). During the MSA Term, each Order Form shall commence on its Order Form Start Date and shall continue for the Initial Term thereof. After the Initial Term, unless otherwise provided in an Order Form, each Order Form shall automatically renew for successive periods of the same duration as the paid-for period of the Initial Term and with payment terms as provided under the Order Form (each a "Renewal Term") unless either Party gives written notice to the other to terminate the Order Form not less than ninety (90) days before the end of the Initial Term or any Renewal Term thereof (as the case may be), in which case such Order Form shall terminate at the end of the Initial Term or Renewal Term thereof (as applicable). In the case of an SOW for Professional Services, if no end date is specified in the SOW, then the SOW shall expire upon completion of the Professional Services or upon early termination as permitted by the Agreement. Termination of any Order Form shall leave other Order Forms unaffected. This MSA shall continue for so long as an Order Form or SOW referencing or incorporated into this MSA remains valid and in effect.

7.2 Termination for Cause. Without prejudice to any other rights or remedies which the Parties may have under this Agreement, either Party may terminate an Order Form or this MSA without liability to the other upon giving written notice to the other if the other Party is in material breach of the Agreement and (if such breach is remediable) the breaching Party fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so. To the extent permitted under applicable law, either Party may terminate this MSA immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or makes an assignment for the benefit of creditors. Upon the proper and undisputed termination of this MSA or an Order Form for cause by a Customer pursuant to this Section 7.2 (Termination for Cause), Geoverity Analytics shall refund to Customer on a pro rata basis, based on the then-current Term, all prepaid Fees which relate to the unexpired part of the Term. In no event will termination relieve Customer of its obligation to pay any Fees payable to Geoverity Analytics for the period prior to the effective date of termination.

7.3 Obligations after Termination. Upon termination of this MSA for any reason: (a) subject to Section 7.2 (Termination for Cause), Customer will pay to Geoverity Analytics any amounts due for the remainder of the Term of all Order Forms (to the extent permitted by law); (b) any and all liabilities of either Party to the other Party that have accrued before the effective date of the termination will survive; (c) the licenses and use rights granted to Customer with respect to GeoTrack and related Intellectual Property Rights will immediately terminate, and Customer shall immediately cease all use of GeoTrack, Script(s), and Documentation; (d) Geoverity Analytics' obligation to provide any services to Customer or any Customer Affiliate under any Order Form will immediately terminate, except any such GeoTrack services that are expressly to be provided following the termination of this MSA; (e) Customer shall delete all copies of the Script(s) from the Customer Site(s) or Customer App(s) and certify the same in writing to Geoverity Analytics within ten (10) business days of such termination; and (f) all Visitor Data processed through GeoTrack shall be permanently deleted prior to the end of the Retention Period (unless otherwise instructed by Customer at the time of termination). Customer will be liable for any Fees for GeoTrack that are still in use or which remain active after the termination or expiration of an Order Form or this MSA. In such a case, all relevant provisions of this Agreement shall remain in full force and effect for the duration of such continued use, and Geoverity Analytics may, in its sole discretion, suspend access to GeoTrack and pursue all available legal and equitable remedies to enforce this provision.

7.4 Survival. The Parties' rights and obligations under Sections 2.3 (Restrictions), 3 (Proprietary Rights), 4 (Confidentiality), 5.5 (Data Use), 6 (Payment of Fees; Taxes), 7 (Term and Termination), 8.1 (Mutual Warranties), 9 (Third-Party Claims), 10 (Limitation of Liability), and 11 (General), and any other obligations under this Agreement which are expressed, or by their nature are intended, to survive beyond the termination or expiry of an Order Form or this Agreement, shall survive the termination or expiry of any such Order Form or this Agreement.

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each of Customer and Geoverity Analytics agree that: (a) the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of the Agreement; and (b) no authorization or approval from any third party is required in connection with its execution of the Agreement.

8.2 GeoTrack Warranties. Geoverity Analytics warrants that: (a) during the applicable Term, GeoTrack (other than Professional Services), when used by Customer as authorized under the Agreement, will perform substantially in accordance with the Documentation associated with such GeoTrack functionality; and (b) Geoverity Analytics will use commercially reasonable efforts to ensure that GeoTrack does not introduce files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses, into Customer's system. Customer's sole and exclusive remedy for any breach of these warranties by Geoverity Analytics is for Geoverity Analytics to repair or replace the affected GeoTrack feature to make it substantially and materially conform, or, if Geoverity Analytics determines that the foregoing remedy is not commercially reasonable, then either Party may terminate the portion of the Order Form related to such affected GeoTrack usage.

8.3 Geoverity Analytics Professional Services Warranties. If Customer has purchased Professional Services in an Order Form and/or SOW, Geoverity Analytics warrants to Customer that the Professional Services will be performed in a competent and workmanlike manner. Customer's exclusive remedy for breach of this warranty is to notify Geoverity Analytics in writing within thirty (30) days of the non-conforming Professional Services. Upon receipt of such notice, Geoverity Analytics will use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements. This Section 8.3 (Geoverity Analytics Professional Services Warranties) sets forth Customer's exclusive rights and remedies and Geoverity Analytics' sole liability in connection with the warranty related to the performance of the Professional Services.

8.4 Disclaimers. To the fullest extent permitted by law, except as expressly set out above in this Agreement, Geoverity Analytics (a) makes no, and hereby disclaims any and all, representations, warranties, conditions and all other terms of any kind whatsoever with respect to GeoTrack, Script(s), integrations or Documentation, whether express or implied, by operation of law, or statutory, oral or written, including, any warranties of accuracy, quality, performance, merchantability, suitability and fitness for a particular purpose; (b) does not warrant that GeoTrack is or will be error-free or uninterrupted, or that it will meet Customer's requirements; and (c) is not liable for delays, failures or problems inherent in Customer's systems or infrastructure or any inability, error or fault on the part of Customer in the installation or operation of GeoTrack and/or Script(s). Subject to the Service Level Agreement, access to and performance of GeoTrack may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Geoverity Analytics shall not be responsible for any delays, performance issues, delivery failures, or other damage resulting from such problems.

9. Third-Party Claims

9.1 By Geoverity Analytics. Geoverity Analytics shall defend and, in accordance with Section 9.3 (Procedures), indemnify Customer's Indemnified Parties from and against, any: (a) third-party claim; (b) third-party legal action; or (c) administrative agency action or proceeding (each, a "Claim") to the extent arising from any infringement of any third-party Intellectual Property Right occurring from Customer's use of GeoTrack as authorized under the Agreement. Notwithstanding the foregoing, Geoverity Analytics shall not be responsible for: (i) any Claim arising out of or in connection with Customer's or its User's combination of GeoTrack with goods or services provided by third parties, including any Third-Party Services; (ii) adherence to specifications, designs, or instructions furnished by Customer; (iii) Customer's modification of GeoTrack not described in the Documentation or otherwise expressly authorized by Geoverity Analytics in writing; (iv) Customer's failure to use any enhancements, modifications, or updates to GeoTrack that have been provided by Geoverity Analytics; or (v) Customer's breach of the Agreement, Customer's breach of applicable law, including Applicable Data Protection Laws, or Customer's breach of any third-party rights, including, but not limited to, Personal Data and privacy rights.

9.2 By Customer. Customer shall defend and, in accordance with Section 9.3 (Procedures), indemnify Geoverity Analytics' Indemnified Parties from and against, any Claim to the extent arising out of or in connection with: (i) any breach by Customer of its obligations under Section 2.3 (Restrictions) or use of GeoTrack by Customer, its Affiliates or its Users in violation of the Agreement; and (ii) the nature, origin, or content of all Customer Data processed by GeoTrack.

9.3 Procedures. The Parties' respective obligations in this Section 9 (Third-Party Claims) are conditioned on: (a) the Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim, provided that the failure to provide prompt notice shall only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The Indemnifying Party shall indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys' fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by any of them in connection with the defense of the Claim, other than attorneys' fees and costs incurred without the Indemnifying Party's consent after it has accepted defense of such Claim; and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this Section 9 (Third-Party Claims) and settled by the Indemnifying Party or with its approval. The Indemnifying Party shall not, without the relevant applicable Indemnified Parties' prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties.

9.4 Infringement Remedy. If Customer is enjoined or otherwise prohibited from using any of GeoTrack or part thereof based on a Claim covered by Geoverity Analytics' indemnification obligations under Section 9.1 (By Geoverity Analytics) above, then Geoverity Analytics shall, at its sole expense and option, either: (a) obtain for Customer the right to use the affected part of GeoTrack; (b) modify the allegedly infringing part of GeoTrack so as to avoid the Claim without substantially diminishing or impairing its functionality; or (c) replace the allegedly infringing part of GeoTrack with items of substantially similar functionality so as to avoid the Claim. If Geoverity Analytics determines that the foregoing remedies are not commercially reasonable and notifies Customer of such determination, then either Party may terminate the relevant Order Form, and in such case, Geoverity Analytics shall refund to Customer on a pro rata basis, based on the then-current Term, those prepaid Fees which relate to the unexpired part of the Term for the infringing part of GeoTrack. The remedies set out in this Section 9 (Third-Party Claims) are Customer's sole and exclusive remedies for any actual or alleged infringement by GeoTrack of any third-party Intellectual Property Right.

10. Limitation of Liability

10.1 Exclusion of Damages. To the full extent permitted by law, under no circumstances, and regardless of the nature of the claim, shall either Party (or their respective Affiliates) be liable to the other Party for loss of profits, loss of sales or business, loss of anticipated savings, loss of use or corruption of software, data or information, work stoppage, or any consequential, incidental, indirect, special, cover, punitive, or exemplary damages arising out of or related to the Agreement, even if apprised of the likelihood of such losses.

10.2 Limitation of Liability. Except for: (a) the Parties' express obligations under Section 9 (Third-Party Claims); (b) damages resulting from death or bodily injury, or physical damage to tangible real or personal property, caused by either Party's gross negligence; (c) damages resulting from either Party's gross negligence or willful misconduct; and (d) Geoverity Analytics' right to collect unpaid Fees due hereunder, to the extent permitted by law, the total, cumulative liability of each Party (and their respective Affiliates) arising out of or related to the Agreement shall be limited to the amounts paid by Customer for GeoTrack during the twelve (12) month period preceding the first event giving rise to liability. The foregoing limitation shall apply whether an action is in contract, tort (including negligence), breach of statutory duty, or any other legal or equitable theory. Any amounts recovered by Customer against Geoverity Analytics pursuant to statutory rights shall be aggregated with any other claims hereunder for purposes of the cap on damages set forth above.

10.3 Further Exclusions. Geoverity Analytics shall have no liability for: (i) any damage resulting from any implementation not in accordance with the Documentation or at the direction of Geoverity Analytics by Customer of Script(s) with Customer Site(s) and SDK(s) with Customer App(s); (ii) any damage caused by errors or omissions in any information, instructions or scripts provided to Geoverity Analytics by Customer in connection with this Agreement; or (iii) any content published on a Customer Site(s) or Customer App(s) by, or on behalf of, Customer or any actions taken by Geoverity Analytics at Customer's direction.

11. General

11.1 Force Majeure. Save for an obligation for Customer to pay the Fees under this Agreement, which may only be delayed, neither Party shall have any liability to the other if it is prevented from performing its obligations under the Agreement on account of a Force Majeure Event. The term "Force Majeure Event" shall mean any unavoidable cause, event or circumstances beyond a Party's reasonable control, including, but not limited to, acts of war or terrorism, civil or military disturbances, government actions or restrictions, nuclear or natural catastrophes, earthquakes, fires, or floods. If a Party is not able to perform any obligation or duty hereunder due to a Force Majeure Event, which could not with the exercise of diligent efforts have been avoided, the affected Party shall use its best efforts to mitigate the effects of any such failure or delay in performance. In the event that a Party is subject to a Force Majeure Event, the Party subject to a Force Majeure Event shall promptly notify the other Party of the occurrence and details of the Force Majeure Event and which Order Forms are affected. If the period of delay or non-performance continues for sixty (60) calendar days, the Party not affected may terminate the relevant Order Forms by giving sixty (60) days' written notice to the affected Party, and Geoverity Analytics shall refund to Customer on a pro rata basis, based on the then-current Term, all prepaid Fees which relate to the unexpired part of the Term.

11.2 Commercial Reference. Customer hereby grants Geoverity Analytics the right to use and display Customer's name, logo and/or any other identifying words or marks associated with Customer, in whole or in part, and in any media for the sole purpose of identifying Customer as a customer of Geoverity Analytics. Customer may withdraw such right for any reason or no reason at all immediately upon written notice to Geoverity Analytics.

11.3 Transfer and Assignment. Neither Party may transfer or assign any of its rights or obligations under the Agreement without the prior written consent of the other Party, except that either Party may assign its rights and obligations under the Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business without the other Party's consent, provided that: (a) the Affiliate or purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement shall be void.

11.4 Amendments and Waivers. No modification of or amendment to the Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the Parties to the Agreement. No delay or failure to require performance of any provision of the Agreement shall constitute a waiver of that provision as to that or any other instance.

11.5 Severability. If any provision of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement shall remain in full force and effect.

11.6 Nature of Relationship. The Parties are independent contractors and nothing in this MSA shall be construed as constituting a partnership, franchise, joint-venture, common undertaking, agency, fiduciary, employment or other association between the Parties. Except as set forth in the Agreement, nothing in the Agreement, expressed or implied, is intended to give rise to any third-party beneficiary rights.

11.7 Subcontractors. Geoverity Analytics may use third-party services or products in the performance of an Order Form or Statement of Work. Where Geoverity Analytics subcontracts any of its obligations concerning an Order Form or Statement of Work, it shall remain responsible for the performance by such subcontractors, and their compliance with all obligations under this Agreement.

11.8 Insurance. Geoverity Analytics shall, during the Term, at its own cost and expense, maintain in full force and effect the following minimum limits of insurance coverage, in each case carried with responsible insurance companies rated A- or better by A.M. Best (or its foreign equivalent), and which coverage shall respond in the applicable jurisdiction in which GeoTrack and Professional Services are rendered:

  • a.Worker's Compensation Insurance in accordance with the statutory requirements of the applicable jurisdiction;
  • b.Employer's Liability Insurance with a minimum limit of $1,000,000;
  • c.Commercial General Liability Insurance, including contractual liability covering Geoverity Analytics' obligations to indemnify Customer under this Agreement and Personal and Advertising Injury liability, with a minimum $2,000,000 combined single limit for bodily injury and property damage per occurrence;
  • d.Professional Liability/Errors and Omissions Insurance with a minimum limit of $2,000,000 per occurrence and $5,000,000 in the aggregate per annum; and
  • e.Cyber/privacy liability insurance with a minimum of $2,000,000 per occurrence with a minimum limit of $10,000,000 in the aggregate per annum, other than ransomware in cyber with a minimum limit of $5,000,000 in the aggregate.

11.9 Notices. Unless otherwise specifically indicated, all notices under this MSA, the DPA or an Order Form, must be in English, in writing, and addressed as follows: (i) in the case of Geoverity Analytics, to legal@geoverity.com; and (ii) in the case of Customer, to the email address detailed in the relevant Order Form, or such other address as either Party has notified the other, in accordance with this Section 11.9.

11.10 Geoverity Analytics Contracting Entity, Governing Law and Venue. The Geoverity Analytics contracting entity under the Agreement is Geoverity Analytics, with its principal place of business at 4660 La Jolla Village Drive, Suite 650, San Diego, CA 92122. This Agreement is governed by the laws of the State of California, without regard to conflict of law principles and without regard to the United Nations Convention on the International Sale of Goods. Any dispute, claim, or lawsuit arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in the State of California, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts.

11.11 Anti-Corruption. In connection with GeoTrack performed under the Agreement and Customer's use of GeoTrack, the Parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA).

11.12 Entire Agreement. The Agreement, and any documents it is comprised of or referred to herein, constitutes the final, complete and exclusive expression of the agreement between the Parties regarding GeoTrack provided under the Agreement. The Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to GeoTrack under the Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof. The Agreement may be changed only by a written agreement signed by the Parties' authorized representatives. The provisions of this Agreement shall prevail over the terms and conditions of any Customer-issued purchase order or other ordering documents, which shall have no force and effect, even if Geoverity Analytics accepts or does not otherwise reject such purchase order or other ordering document.

© 2026 Geoverity Analytics. All rights reserved.

Back to top