These Terms of Service are your legal agreement with GeoRiot Networks Inc. ("GeoRiot") to use the Genius Link service -- our link optimization and management service ("Services"). The Genius Link Service includes the information, software, products, and services contained in or available through our public website, geniuslink.com, our Dashboard, https://my.geni.us, our blog, geniuslink.com/blog/, and our knowledge base, intercom.geni.us (together, our "Site"). These Terms of Service govern your use of the Genius Link Services, including when you use our tools to build or edit links, enter information into our Site such as your affiliate or reporting tokens, post or maintain specialized links, create or review reports from our Site, or browse or click on links on web pages.
For a complete description of the features of the Genius Link service, and to sign up, go to http://geniuslink.com.
Genius Link Services
Genius Link is a link management service that you can use any time you place a link in Your Digital Property. "Your Digital Property" includes your website, mobile application or other online property, and it includes offline properties such as when you print a link or place QR codes. The Genius Link service provides a specialized link, called a "Geni.us Link" to replace any link in Your Digital Property that you specify. Once you use a Geni.us Link in place of your original link, the Geni.us Link may route users who click on it ("Buyers") to the intended, or most relevant, item in the storefront that is most appropriate based on the Buyer's location, device, language or other factors. (Note: we refer to our links as "Geni.us Link" even though they may use a different domain.)
The Genius Link Service processes the following information when an individual consumer clicks a Geni.us Link. Information identifying and describing the Device used for the transaction ("Device Data").
The Geni.us Link may also incorporate the appropriate affiliate information for your link if you have provided GeoRiot with the applicable affiliate parameters.
Your Data Controller Obligations (European Union and Switzerland Personal Data)
The European Union ("EU") and Switzerland enforce specific requirements for the processing of "Personal Data." These requirements may apply to information collected by Geni.us Link through Your Digital Property which is collected from Switzerland or any member state of the EU.
"Personal Data" for this purpose means any information relating to an identified or identifiable natural person. A natural person is identifiable if he or she can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, or an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
You share responsibility for compliance with the GDPR and other applicable EU and EU member state and Swiss data protection laws which apply to Personal Data included in Potential Personal Information collected from Switzerland or any EU member state. Because you determine whether and where to implement Geni.us Links on Your Digital Properties, and you determine the purpose(s) for which the information collected by Geni.us Links will be used (e.g., available storefronts, implementation of routing alternatives, support for commissions, etc.), and because all information so collected is processed for your benefit by GeoRiot under the terms of these Terms of Service, you are a "Data Controller" with respect to such information. In turn, GeoRiot is a "Data Processor" on your behalf with respect to the collection and processing of such information, and a joint Data Controller with respect to GeoRiot's retention of such information.
Fees and Payment
The Genius Link Service employs a monthly fee model with additional pay-per-click pricing for overages; you will be charged on a monthly basis. In your plan, you may be given an amount of free clicks that you can use within the calendar month timeframe. After that number of clicks, if any, is exhausted, additional "buckets" of clicks will be automatically added to your monthly invoice. You will only be charged for the clicks on your links during the previous month that are deemed by GeoRiot to have originated organically (non-bot, or non-junk, clicks). Other additional features (such as a custom domains or users) are provided for an additional monthly fee. You agree to pay the plan price, any additional per-click fees, and any other charges incurred in connection with your Genius Link account (including any applicable taxes) at the rates in effect for the plan that you select. The rates in effect are found on our website at http://geniuslink.com/pricing. You may also find your rate, if different than the published rates, and current account balance on the Billing page in the Dashboard (https://my.geni.us/account/billing). We will notify you by email at least 14 days in advance of any mandatory rate change affecting your account and you are permitted to change to any currently available plans at any time. When changing plans, your monthly fee will reflect the change as of the day the plan was changed, and your fees will be pro-rated. Downgrading plans may result in an irreversible loss of features of your existing links.
Payments can be made via credit card or debit card through our Dashboard. Unless you make other arrangements with us, we will invoice you on the first day of each month and automatically charge your payment card shortly thereafter. In the event that the payment card could not be charged initially, we will make subsequent attempts. If you can not provide a valid payment card, contact GeoRiot, and at GeoRiot's discretion, monthly invoicing via ACH, SWIFT, or other electronic means may be made available within 14 days of creating your account. If no means of electronic transfer is available, GeoRiot, at its option, may create a custom agreement and payment model with you.
A free trial may be provided for new clients and may consist of a period of time, as defined on the pricing page, billing page or in a separate agreement, in which the client may have an unlimited number of free clicks and access to features. Where a free trial is offered, each plan gets a certain number of clicks included each month before being charged overages after the trial is over. The number of free clicks, if any, before your payment card will be charged is published at http://geniuslink.com/pricing and is dependent on the plan you choose. The number of free clicks depends on the free trial offered and the plan you select and is subject to change.
You agree to pay any invoice issued by GeoRiot within 30 days of the date of invoice unless otherwise previously agreed in writing by GeoRiot. GeoRiot reserves all remedies if you fail to make timely payment, including termination of your account. In any case, in the event of late or non-payment, The Genius Link service will immediately limit functionality of your links. This may include disabling your affiliate parameters (if any were supplied), using the Genius Link parameters for any subsequent clicks on geni.us links, disabling advanced targets, disabling support for your specified pixels during a link redirect, and significantly reducing functionality of your Dashboard. This may also include converting your links into Choice Pages which may include additional retailers and/or relevant product ads and/or cookies or analogous technologies. Full link and Dashboard functionality will be restored when your account is made current.
Generally, all fees and charges are non-refundable. At our discretion, we may issue refunds or credits. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. We may change the fees and charges currently in effect, or add new fees or charges, by giving you notice in advance and an opportunity to cancel. If you want to use a different payment card or you need to update your payment card details, you may do so within the Dashboard by adding a new card first, which will delete your previous card. If you believe someone has accessed the Genius Link service using your username and password without your authorization, please immediately notify us at email@example.com with the subject "Suspected unauthorized access". You are responsible for any fees or charges incurred to access the Genius Link service through an Internet access provider or other Third Party service.
Any accrued account credits will be applied first to an invoice. If the account credit doesn't fully cover the amount then you are responsible for covering the difference via the payment method on file. If your account credit fully covers the current invoice, the remaining balance will be applied to the next invoice.
Excess account credit may be paid out via a check after accruing at least $1,000 USD or at the discretion of GeoRiot. Accrued account credits are forfeited if your account is terminated.
Term; Termination and Renewal.
Subject to amendment as provided below, these Terms of Service will remain in full force and effect while you use the Genius Link Service. You may terminate your subscription/account at any time. Your subscription will renew automatically until it is terminated. You may terminate your subscription using the Dashboard at https://my.geni.us/account/#close-account-section or by contacting Customer Service at firstname.lastname@example.org. We may terminate your subscription/account at any time upon notice to you, however, if we deem your account to be violating our Terms of Service we may terminate your subscription/account without notice to you.
If you disagree with the amount of any invoice, you agree to inform us of the grounds for your dispute within seven days after you received the invoice.
Most client concerns can be resolved quickly and to the client's satisfaction by emailing the Geniuslink team at email@example.com or calling us, and leaving a message, at 408.384.8165 during normal business hours in the UTC-8 (West Coast) time zone.
Effect of Termination
Upon termination of your account for any reason, Geniuslink may immediately stop serving your affiliate tracking code but we may continue to redirect clicks with the Genius Link Services's default affiliate parameter. Additionally Geniuslink may also convert your links into Choice Pages, which may include additional retailers and/or relevant product ads and/or cookies or analogous technology. In such cases, we may receive any affiliate program and/or ad revenue associated with your links until you delete or modify the geni.us links on Your Digital Property. No charges will be made to your payment card for any clicks still served after termination, but any geni.us link may default to the original destination, and additional features such as advanced targets or remarketing pixels may be disabled. Upon termination of your Geniuslink account, your right to use the service and our right to charge you will terminate, but obligations that arose before termination that by their nature should continue, will continue (e.g., confidentiality covenant, indemnification obligations, payment obligations, disclaimers, liability limitations) and you will be responsible for any charges that accrued before termination.
Failure to Provide Affiliate Parameters
When you sign up for the Genius Link Service you are prompted, but not required, to provide your parameters for the relevant affiliate programs (e.g., an affiliate token or an example link from the program) via the specialized "Affiliate" tool in the Dashboard (found at https://my.geni.us/Affiliate). Until you have provided us with the means to associate your links with an affiliate program, you will not receive any commissions, payments, credit, or other benefits from these affiliate programs. The same goes for countries or affiliate programs that you do not support. In such cases GeoRiot may receive any affiliate program revenue associated with your links. Please take note that affiliate parameters already embedded in your links that are converted to geni.us links may not automatically transfer during the link redirection, regardless of the affiliate program or link. You must supply your affiliate parameters via the "Affiliate" tool in the Dashboard to ensure you receive credit for them. Contact the Geniuslink Team if you have questions about the affiliation of a link not specifically supported by the Genius Link services.
We strive to meet industry uptime standards, and to date has had over 99.99% uptime, but we cannot guarantee that the Genius Link Service, the Site, or the Dashboard will be accessible and available at all times. For example, sometimes the Dashboard may be inaccessible due to service maintenance, user error, or failures of our upstream providers beyond our control. If having a specific uptime guarantee is important to your business, please contact us to enter into a separate agreement.
Our goal is 100% uptime; however, from time to time, we may need to suspend service for system upgrades and maintenance. Except in unusual cases, we will give 24 hours advance notice of any planned system downtime. As the Service runs independently from the Dashboard, we will not generally give notice of Dashboard downtime.
We will not be liable for lost clicks due to Site access or the Service being interrupted. We will work to restore services as quickly as we can, but we make no guarantees as to how quickly we will be able to restore services since it depends on many factors. Further, we may require action from you to restore service and you are requested to comply as quickly as possible. We may, but are not required, to compensate you for any downtime in Site access or the Service in our sole discretion by giving you performance credits.
Similarly GeoRiot is not liable and cannot be held accountable for issues or errors in regards to the affiliate networks' or advertisers' handling of clicks or links.
Under these Terms of Service, you agree to the Usage Rules below.
If we believe your account is associated with the aforementioned practices, at our discretion we may terminate your account and change the destination of all your geni.us links. You will not be eligible to sign up again for an account with Geniuslink.
You are permitted to route the click through internal/external means on Your Digital Property before sending it through the Genius Link Service. This includes using an internal redirect/proxy for analytics gathering or to keep URLs clean inside Your Digital Properties. This also includes using an external redirect/proxy such as Bit.ly. You are also permitted to override the "hover text" or the browser's status bar text of the Geni.us Link that replaces your link. When modifying either the status bar or hover property, the text shown must be the approximate final destination of the URL being modified or relevant information about the URL's final destination.
You represent (and will ensure) that all of Your Properties, and all your services and activities using Your Properties, which make use of the Site or the Services, comply with all applicable laws and regulations. You represent to GeoRiot that you are aware of the laws that apply to Your Property, in all nations, states or other jurisdictions in which you do business using Your Property ("Your Applicable Law"), and you acknowledge that GeoRiot relies upon you to comply with all such laws. In particular, and without limitation, such laws may include:
If Your Property is used to do business in the United States ("US"), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 ("CAN-SPAM Act"); the Federal Trade Commission's prohibitions on unfair, deceptive or fraudulent practices, and guidelines for disclosures to consumers; the Restore Online Shoppers Confidence Act; the Children's Online Privacy Protection Act ("COPPA"); any applicable regulations of the Federal Communications Commission ("FCC"); and any federal or state requirements for the protection and use of PII.
If you receive any Potential Personal Information from any EU member state or from Switzerland to the US for any purpose, you will comply with all applicable EU Data Protection Laws.
If Your Digital Property transfers PII from any other nation or other jurisdiction, the laws and regulations of that jurisdiction which apply to the use and operation of Your Digital Property in that jurisdiction, including but not limited to laws and regulations concerning the collection, use, processing, storage and disclosure of PII.
You represent (and will ensure) that Your Digital Property includes any services, functions, disclosures, notices or other applications or documentation required by, and is administered in accordance with, any developer, ecommerce, app store or other program license or other program requirements which apply due to Your Digital Property's participation in or use of any third party's website, application programming interface ("API"), software or service which supports or enables Your Digital Property ("Your Platform Obligations").
You will not attempt to resell individual features or "sub-accounts" of the Genius Link Services without our express written approval. (See "Marketing Coordination and Publicity," below.)
You represent that:
You have published and will maintain any notice to individuals, users, consumers or other parties that is required for Your Digital Property under Your Applicable Law or Your Platform Obligations, and will administer and maintain Your Property as required in any such notice. This includes but is not limited to the disclosure statement for affiliates using the Amazon program and any and all notices required by any EU Data Protection Law.
You will obtain and will maintain records of any individual authorizations or consents required for Your Digital Property under Your Applicable Law or Your Platform Obligations, and will administer and maintain PII you collect and Your Digital Property subject to any limitations in such authorization or consent and in compliance with any applicable law, including but not limited to any EU Data Protection Law, and the NAI Code of Conduct if applicable.
You have obtained and will maintain any governmental approvals, licenses, consents or authorizations required for Your Digital Property under Your Applicable Law or Your Platform Obligations and, will administer and maintain Your Digital Property as required by any such approval, license, consent or authorization.
You have obtained and will maintain any license, approval, consent or agreement required for use of any proprietary information or intellectual property which constitutes any portion of or is used in connection with use of the Genius link Service.
You will only use the Genius Link Service in compliance with Your Applicable Law and Your Platform Obligations, and subject to your representations under these Terms of Service.
NAI Code of Conduct
You will use commercially reasonable efforts to comply with the Network Advertising Initiative Code of Conduct rules applicable to your business. In particular, without obtaining the applicable individual's opt-in consent, you will not attempt to merge any Potential Personal Information or PII with any other information received from us or collected across web domains owned or operated by different entities.
If you collect data for interest-based advertising, you will clearly and conspicuously post a notice that contains:
A statement of that data may be collected for interest-based advertising;
A description of types of data that are collected for interest-based advertising purposes;
An explanation of how, and for what purpose, the data collected will be used or transferred to third parties; and
A conspicuous link to an opt-out mechanism.
Neither of us will be deemed to be in default of, or to have breached, any provision of these Terms of Service as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of nature, such as fires, earthquakes and other catastrophes, acts of civil or military authorities, downed nodes (outside of their control), civil disturbance, work stoppages, terrorism, wars, alien or zombie invasions, and other unforeseeable events that are not the direct or indirect fault of either party (collectively, "Force Majeure Events"). In any such case, the affected party will use commercially reasonable efforts to work around the Force Majeure Event and mitigate any impacts of any delay or failure in performance or interruption of service. The delay or failure in performance or interruption of service must be without the fault or negligence of the party claiming excusable delay, and the party claiming excusable delay must promptly notify the other party of the delay. For avoidance of doubt, a Force Majeure Event does not relieve a party of a payment obligation that accrued before the Force Majeure Event.
DISCLAIMERS AND WARRANTY
We do not guarantee an improvement in your revenue, number of clicks, commissions, orders, earnings per click, or conversion rate as a result of using the Service or working with us.
We have no control over advertisers, affiliate networks, or affiliate programs. Using the Genius Link Service does not mean that you have been admitted into any affiliate program or affiliate network. You can learn more about applying to the affiliate programs and affiliate networks that our service supports in our Knowledge Base at https://help.geni.us. We are not liable and cannot be held accountable for issues or errors relating to how an affiliate network or advertiser handles clicks or links.
You agree to immediately alert us if you are denied or removed from any affiliate program related to the Genius Link Service.
The Genius Link Service is provided "as is" without any warranty of any kind, express or implied, and we disclaim all warranties of merchantability, fitness for a particular purpose, or for non-infringement. We do not guarantee or promise that the Genius Link Service will be secure, accurate, timely, error free, or will accomplish any particular results.
You are solely responsible for building your links correctly and for configuring your account via the Dashboard, or other tools. We strongly encourage you to regularly test your links. We are not responsible for, and disclaim any warranty for your links or for using our tools on Your Digital Properties.
Using the Genius Link Service is at your own risk, is your responsibility, and you are solely responsible for any damages that you cause us, yourself or any third party. We are not responsible and disclaims any warranty for misuse of our Genius Link Service by any third party. It is your duty, and you are hereby advised that you should verify any and all information that you provide to us for its integrity and accuracy since we are not liable for any omissions or other defects. We are not liable for any decision, in whole or in part, that you make from using analytics that we provide to you.
LIMITATION OF LIABILITY
Important: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THIS IS SO WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. This remains the case even if we or any of our suppliers have been advised of the possibility of damages. This disclaimer includes, without limitation, damages for any of the following:
For the loss of use, data, or profits, in any way connected with the use or performance of our service;
For the delay or inability to use our service;
For the provision of or failure to provide services; or
For any information, software, products, services, and related graphics obtained through the use of our service.
This provision is not intended to disclaim liability for our intentional or grossly negligent conduct.
This limitation may not apply to you if your loss occurs in any of the states or jurisdictions that do not allow the exclusion or limitation of liability for consequential or incidental damages.
If you are dissatisfied with any portion or aspect of the Genius Link Service or with any of these Terms of Service, your sole and exclusive remedy is to pursue an award through the dispute resolution procedures explained below. You must also immediately discontinue using the Genius Link Service if you are dissatisfied.
Important: Our maximum liability to you will be the amount of subscription fees and other charges you have paid us within the relevant statute of limitation, unless that amount is increased by any relevant statutory multiplier or penalty.
Below you will find a Binding Arbitration section, which deals with the availability of damages. If there is any conflict between the above "Disclaimers and Warranty" section on the one hand and the Binding Arbitration section below on the other hand, the Binding Arbitration section will govern.
For jurisdictions that restrict our ability to limit our liability: Notwithstanding any provision of these Terms of Service, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the greatest extent allowed by law.
If you are a California resident, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, which says:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Explanation: Under section 1542, a general release, like the one you are agreeing to here, does not apply to cases in which
(1) a person does not know at the time of signing the release that he or she currently has a favorable claim they could make, and
(2) had he or she known it at the time, they might not have agreed to sign the release.
YOU ARE AGREEING THAT THIS SECTION, EVEN IF YOU ARE A CALIFORNIA RESIDENT, DOES NOT APPLY TO YOU. If you are a resident of some other state or jurisdiction, you waive any similar or comparable statute or doctrine that might be in effect there.
You agree that you will be responsible if any third party (someone other than you or us) makes any claim against us because of your use of the Genius Link Service. Specifically, you agree to release, indemnify, defend and hold GeoRiot Networks, Inc. and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorney fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to: (a) your use of the Genius Link Service or the Site, (b) any information you submit to the Genius Link Service, (c) taxes that you owe or are alleged that you owe, (d) your violation of these Terms of Service, or (e) your violation of any rights of another, including but not limited to any unauthorized use of a payment card, or collection, use, storage, processing or disclosure of Personal Data or PII. This further includes, to the greatest extent permitted by applicable law, indemnification with respect to expenses of investigations and actions by regulatory agencies and bodies, and monetary penalties if permitted.
Intellectual Property Rights
All contents of our Site, our blog and our Knowledge Base, are copyright © GeoRiot Networks, Inc. and/or its suppliers, affiliates and partners, all rights reserved. Except as expressly authorized by GeoRiot, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on our Site or the Genius Link Service in whole or in part. In connection with your use of the Genius Link Service, you will not use any data mining, scraping, robots, or similar data gathering or extraction methods. Any use of the Genius Link Service or our content other than as specifically authorized herein is strictly prohibited. The technology and software underlying our Site and the Genius Link Service, or distributed in connection with it (the "Software") is our property or property of our affiliates or partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, nor to sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted to others here remain the rights of GeoRiot.
GeoRiot hereby grants to you, our client, a single, non-exclusive, non-transferable, revocable, non-sublicensable, worldwide right and license to use the Genius Link Service during the term of this Agreement.
"GeoRiot", "GeoRiot.com", "Genius Link", "geni.us", "glob.ly", and "georiot.co" are trademarks or registered domains of GeoRiot Networks, Inc. The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. Nothing in these Terms of Service or the Genius Link service should be understood as in any way granting any license or right to use any of our trademarks displayed on the Site. We may be willing to grant such rights in individual instances, but will always require prior written permission. All goodwill generated from the use of our trademarks is reserved for our use, exclusively.
Neither of us will use, copy, distribute, disseminate, broadcast, publish or otherwise share any of the other's Confidential Information (defined below) except as required to perform our respective obligations under these Terms of Service. "Confidential Information" means: (a) any information designated in writing by either party as "Confidential" or an equivalent designation; (b) information disclosed under circumstances that a reasonable person should know the information is confidential or proprietary; (c) software, code, technology, specifications, client lists, methods, guidelines, interfaces (e.g. for dashboards), and (d) screenshots or reports from the Dashboard. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (a) independently developed without access to the disclosing party's Confidential Information as evidenced in writing; (b) rightfully received by the receiving party from a third party; or (c) required to be disclosed by law or by a governmental authority with legal jurisdiction; or (d) is required to be disclosed to an affiliate program (such as Amazon or iTunes) to be in good standing with the affiliate program.
In order to maintain our good standing with the affiliate programs we support we may provide regular reports of activity within our service to the account managers of the affiliate program. This may include a list of the individual accounts using a specific program, information about their click traffic or referrer, as well as the affiliate tracking information provided. You give us permission to do this.
As a condition of using the Genius Link Service, you agree to not use any Confidential Information acquired from us or our digital properties (or from use of the Genius Link Service in any way) to compete with us directly or indirectly or mimic the look and feel of our Site in Your Digital Properties or those that you may be related to or have interest in.
Marketing Coordination and Publicity
You may not attempt to resell individual features or "sub-accounts" of the Genius Link Service without our express written approval. If you would like to incorporate Genius Link tools or services into something you plan on selling (consulting services, a suite of tools for marketing, etc.) you must present your marketing plan to us in writing by emailing firstname.lastname@example.org. GeoRiot may approve or deny your plan in its sole discretion and reserves the right to reverse its decision at a later date.
You may announce to the public, press or any other third party your use of the Genius Link Service within your technology as long as you properly identify Geniuslink and accurately describe your use of the service. However, no content found on the Genius Link Site, knowledge base, blog, Dashboard, social media, email, or any other properties owned or operated by Us may be used within your marketing or promotional material without written permission. If approved, your material must contain our original branding, an appropriate credit, and a link back to source. Whether or not you have an approved marketing plan with us you are welcome to "refer" users to Genius Link Services, either as a sub user or an independent account, however each new user must agree to our Terms of Service and provide a verifiable, unique email. You may not act as an intermediary between Geniuslink and new users. You agree that, no sooner than 72 hours after 10 clicks have been recorded on your account from a public Geni.us Link, we may announce to the public, press, or any other third party that you are using the Genius Link Service, unless you explicitly notify us differently, in writing (by email), within the 72-hour period.
You acknowledge and agree that we will collect data from your links and clicks with that of other customers for use in our analytical services. Some analytical services are a premium service that you may select in your service options. Aggregated click data are our work product and property. In our sole discretion, we may choose to make metrics available to our clients in accordance with applicable law, rules and regulations.
Modification of these Terms of Service
We reserve the right to change the terms, conditions, and notices under which the Genius Link Service is offered. We will provide you notice of changes to the Terms of Service by posting a message on my.geni.us that will appear on your account the next time you log in.
With two exceptions, any changes to the Terms of Service will become effective no earlier than ten calendar days after they are posted. The exceptions: (1) any changes made either for legal reasons or that concern new functions of the services will be effective immediately; and (2) any changes to the Binding Arbitration section will be effective 30 calendar days after they are posted. Once you have received notice of the modifications, you will have 10 days in which you can reject the modifications, thereby terminating your account.
You understand and agree that your use of the Genius Link Service after the effective date of a posted change will constitute acceptance of the modified Terms of Service.
All communications and notices to be made or given pursuant to these Terms of Service will be in the English language. In the event these Terms of Service are translated, the original English version will prevail.
These Terms of Service are governed by the laws of the State of Washington in the United States of America, without giving effect to any conflict of law rules. You agree that venue for any dispute proceeding (litigation or arbitration) will be in Seattle, Washington, and hereby submit to the jurisdiction of the state and federal courts there.
Binding Arbitration; Waiver of Class Action
PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.
Most client concerns can be resolved quickly and to the client's satisfaction by emailing us at email@example.com or calling us, and leaving a message, at 408.384.8165 during normal business hours in the UTC-8 (West Coast) time zone.
If you and we have not been able to resolve a dispute after attempting to do so informally, including through mediation (which GeoRiot will pay for), we each agree to resolve the dispute through binding arbitration or small claims court -- instead of courts of general jurisdiction.
You and we agree that all disputes and claims between us will be settled by arbitration or in small claims court. This agreement to arbitrate (the "Arbitration Agreement") is intended to be broadly interpreted. It includes, but is not limited to the following:
Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
Claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);
Claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
Claims that may arise after the termination of the Terms of Service.
Although you may not bring a suit in a court other than small claims court, you may bring issues to the attention of federal, state, or local agencies, including, for example, the Federal Communications Commission or the Attorney General of your state. If the law allows, such agencies can seek relief against us on your behalf.
By entering into this Arbitration Agreement, you and GeoRiot are each waiving the right to a trial by jury or to participate in a class action.
Because this document includes this Arbitration Agreement, making it a transaction in interstate commerce, it is governed by the Federal Arbitration Act.
This Arbitration Agreement will survive termination of your account.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to us should be addressed to General Counsel C/O GeoRiot Networks, Inc. 2320 S. Spokane St, Seattle, WA USA (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought ("Demand"). If you and we do not reach an agreement to resolve the claim within 60 calendar days after the Notice is received, either of us may commence an arbitration proceeding by filing an arbitration demand. During the arbitration, the amount of any settlement offer made by either made by either of us will not be disclosed to the arbitrator until after the arbitrator determines the amount you or we should receive.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA") -- known collectively as "the AAA Rules." These rules may be as modified by this Arbitration Agreement; and they will be administered by the AAA. The AAA Rules are available at three sources: (1) online at adr.org; (2) by calling the AAA at 1-800-778-7879; or (3) by writing to the Notice Address.
The arbitrator will decide all issues, including the scope and enforceability of the Terms of Service, and arbitrability under the Arbitration Agreement.
Unless we and you agree otherwise, arbitration hearings will make use of telephonic conferencing to the extent practical. Otherwise, hearings will take place in a location reasonably convenient for both parties, and with due consideration for the parties ability to travel and other similarly pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA.
If your claim is for $10,000 or less, we agree that you may choose from the following three ways of conducting the arbitration: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
The payment of these fees will be governed by the AAA rules.
This arbitrator may make rulings or resolve disputes as to the payment and reimbursement of fees and expenses. This may be done at any time during the proceeding; it also may be done upon request by either party made within 14 days of the arbitrator's ruling on the merits.
Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also, without waiving any remedy under this Arbitration Agreement, may seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitration tribunal.
The arbitrator may award declaratory or injunctive relief only in favor of a single party and only to provide that party's relief. You and we agree that each may bring claims against the other only as individuals; neither can become a plaintiff or class member in a class or representative proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate the claims of multiple persons. The arbitrator is not allowed to preside over any form of a representative or class proceeding. Any attempt to issue a class or representative award will exceed the arbitrator's power.
Changes to the Arbitration Provision. We may, in the future, make changes to this Arbitration Agreement by providing you notice under the "Modification of these Terms of Service" provision above. We agree that should such a change be made while you are our customer, you may reject it by sending us written notice. The notice must be given within 30 calendar days of the notice of modification to the Notice Address provided above. By rejecting any future change, you are agreeing, in accordance with the language of this provision, that you will settle any dispute between us by arbitration. This remains in effect even if it seems to conflict with some other provision in these Terms of Service. Note: This paragraph does not apply if the change concerns only the Notice Address.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms of Service or use of the Genius Link Service. Our performance under these Terms of Service is subject to existing laws and legal process. Nothing contained in these Terms of Service diminishes GeoRiot's right to comply with governmental, court, and law enforcement requests or requirements relating either to your use of our service or to information supplied to us. If any part of these Terms of Service is determined to be invalid or unenforceable as a result of the above warranty disclaimers and liability limitations, -- or as a result of any other legal requirements -- then the invalid or unenforceable provision will be considered to have been replaced by whatever valid, enforceable provision most closely matches what the original provision was intending to accomplish. The remainder of these Terms of Service will continue in effect. We waive no right under the Terms of Service even if we fail to enforce or exercise it.
Unless otherwise stated, we may communicate with you officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on our Dashboard.
A version of these Terms of Service or of Any notice sent in electronic form will be equally as admissible in legal proceedings relating to these Terms of Service as documents generated and maintained in paper form. All parties approve of these Terms of Service and all related documents having been written in English.
General Data Protection Regulation Data Processing Addendum for Genius Link Terms of Service
(European Economic Area & Switzerland)
This Data Processing Addendum (this "Addendum") is part of the Genius Link Terms of Service ("Agreement") between GeoRiot Networks, Inc. ("GeoRiot") and you, a GeoRiot client. This Addendum governs GeoRiot's Processing of Personal Data that relates to natural persons in the European Economic Area or Switzerland in connection with GeoRiot's provision of the services described in the Agreement ("Services"). Except as expressly stated otherwise, in the event of a conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum will take precedence. The Addendum will be effective as of the most recent date you accept it by clicking on the "I agree" box when accepting the Agreement. All capitalized terms used but not defined in this Addendum have the meanings given to them in the Agreement.
The parties agree that for the purposes of this Addendum, both you and GeoRiot are Joint Controllers of data collected and processed pursuant to the terms of the Agreement.
Unless otherwise indicated, all capitalized terms used but not defined in this Addendum have the meanings given to them in Regulation (EU) 2016/679, the General Data Protection Regulation ("GDPR").
Options Regarding Collection of Personal Data. GeoRiot offers you the option of suppressing re-targeting pixels where a "Geni.us link" is accessed by an individual in the EU. By accepting the Agreement, and therefore this Addendum, you acknowledge that your choice to utilize re-targeting pixels may result in either consent of the customer or notice to the customer being required under applicable privacy law.
Consent. Where consent is required in order for either GeoRiot or you to lawfully process Personal Data in order to provide the Services, you will be responsible for obtaining consent from your customers who will interact with the Services. If further consents are required under applicable law, then you are responsible for obtaining follow-up consent.
Notice. Where the GDPR requires either you or GeoRiot to give notice of processing activities, you will be responsible for providing notice that contains all disclosures required by GDPR to your customers who will interact with the Services.
Confidentiality. You are each responsible for determining the best manner for your organization to restrict access to Personal Data to those authorized persons who need such information to provide the Services and to ensure such authorized persons are obligated to maintain the confidentiality of any Personal Data. GeoRiot has the same responsibility for its organization.
Security. You are responsible for determining the best manner for your organization to implement, using all measures required in accordance with good industry practice, technical and organizational measures to ensure the security of the Personal Data provided by you and processed by GeoRiot. GeoRiot has the same responsibility for its organization. Such security measures must be at least as protective as the security requirements set forth in the Agreement.
Processors. Either of our organizations may engage Data Processors to assist in providing the Services consistent with the Agreement. Each party shall be responsible for ensuring that any processing undertaken by any Data Processor on its behalf is conducted in a manner that meets the requirements of EU data protection law.
Access Requests. Each of our organizations is responsible for maintaining, with regard to the data in its possession, appropriate technical and organizational measures needed to respond to requests from data subjects to access, correct, transmit, limit processing of, or delete any relevant Personal Data. If you receive a request that may implicate Personal Data held by GeoRiot, you agree to promptly forward such request.
Recordkeeping. Upon a request issued by a supervisory authority for records regarding Personal Data, each of our organizations will be responsible for the provision of information in our respective possession. In the event that a request is made solely to GeoRiot, you agree to provide to GeoRiot records related to consent and notice as described in Parts 2 and 3 of this Addendum to be shared with the supervisory authority.
Cooperation. Each of our organizations agrees to cooperate to the extent reasonably necessary in connection with each party's requests related to data protection impact assessments and consultation with supervisory authorities and for the fulfillment of obligations to respond to requests for exercising a data subject's rights in Chapter III of the GDPR.
Transfer of Personal Data; Appointment. With regard to Personal Data provided directly to GeoRiot from you, you authorize GeoRiot to transfer, store or Process Personal Data in the United States or any other country in which GeoRiot or its Processors maintain facilities. You appoint GeoRiot to perform any such transfer of Personal Data to any such country and to store and Process Personal Data in order to provide the Services. GeoRiot will conduct all such activity in compliance with the Agreement, including this Addendum, applicable law and your instructions.
Retention. GeoRiot will retain Personal Data received from you only as long as may be reasonably required in connection with GeoRiot's performance of the Agreement or as otherwise required under applicable law.
Deletion or Return. If you choose, after the end of the provision of services related to Processing, GeoRiot will delete or return to you all Personal Data it has collected regarding your customers and delete existing copies unless continued storage is required to comply with any applicable law.
Breach Notification. After becoming aware of a Personal Data Breach, GeoRiot will notify you without undue delay, but no later than 24 hours, of: (a) the nature of the data breach; (b) the number and categories of data subjects and data records affected; and (c) the name and contact details for the relevant contact person at GeoRiot.
Audits. You and GeoRiot each agree to make available to each other upon request all information necessary, and allow for and contribute to audits, including inspections, conducted by the party directly or another auditor mandated by the party, to demonstrate compliance with Article 28 of the GDPR.
Indemnification. You agree to indemnify GeoRiot for all costs, including legal costs, penalties, and civil liabilities, incurred by GeoRiot stemming from your failure to secure consent for the Processing of Personal Data by either your organization or GeoRiot through your use of Services.
Questions? Comments? Concerns?
Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Genius Link Service.