Welcome to geothinQ
1. YOUR RELATIONSHIP WITH geothinQ
1.1 Your use of geothinQ’s products, software, services, and web applications (referred to collectively as “the Service” in the document and excluding any services provided to you by geothinQ a separate written agreement) is subject to the terms of a legal agreement between you and geothinQ. “geothinQ” means Thomas and Hutton Engineering Co., whose principal place of business is at 50 Park of Commerce Way, Savannah, Georgia, 31405, United States. This document sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with geothinQ, your agreement with geothinQ will include, at a minimum, the terms and conditions set out in this document.
2. ACCEPTING THE TERMS
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Service if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by geothinQ in the user interface for any Service; or
(B) actually using the Services. In this case, you understand and agree that geothinQ will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with geothinQ, or (b) you are a person barred from receiving the Service under the laws of the United States or other countries, including the country in which you are resident or from which you use the Service.
3. CONFIDENTIAL INFORMATION
To gain access to the Service, the parties hereby agree to these confidentiality provisions.
3.1 You acknowledge that you will obtain direct access via geothinQ’s web application to certain confidential information including password or controlled access information provided by geothinQ and geothinQ databases containing confidential information of geothinQ, its licensors, and others.
3.2 geothinQ acknowledges that geothinQ may receive your confidential information, data, business, product, or marketing strategies and other valuable technical or personal information.
3.3 The party receiving the confidential information (receiving party) shall hold such confidential information (Information), which Information has been clearly marked as "Confidential" or "Proprietary" by the disclosing party, in strict confidence and may provide Information to employees within its organization only on a need-to-know basis.
3.4 You shall maintain and safeguard the confidential nature of usernames, passwords, or registration information received from geothinQ with the same degree of care as you safeguard your own confidential information, but in no case less than reasonable care.
3.5 You may use the Information obtained from geothinQ’s web site, or by any other means of disclosure, solely for the purpose of developing, maintaining, and supporting your web-enabled applications subject to the respective grant of license or to support any other activities in furtherance of this Agreement.
3.6 The receiving party shall not acquire any rights, title, or ownership to the disclosing party and/or its licensor's Information, except the limited rights to use the Information as described above.
3.7 &n The receiving party's obligations to maintain the confidentiality of the disclosing party's Information shall continue until the end of the Agreement. Upon termination of this Agreement or upon the disclosing party's written request, the receiving party must cease use of Information and return or destroy all Information.
3.8 This Confidential Information provision shall impose no obligation upon the receiving party with respect to Information that the receiving party can establish by legally sufficient evidence that (a) it possessed, or knew, prior to its receipt hereunder, or received from the disclosing party without an obligation to maintain its confidentiality; (b) Information is or has become generally known to the public through no act or omission by the receiving party, or otherwise without violation of this Agreement; (c) Information was obtained from a third party that had the right to disclose it without an obligation to keep such information confidential; (d) Information was independently developed without the use of Information and without the participation of individuals who have had access to Information; or (e) Information is obtained in response to a valid order by a court or other governmental body, as otherwise required by law or as necessary to establish the rights of either party under this Agreement and as disclosed after adequate prior notice to the disclosing party, to afford the disclosing party the opportunity to object to or seek a protective order against the disclosure.
4. PRIVACY & SECURITY
4.1 Materials on this site are the property of geothinQ or others. Certain content is provided under license from third parties and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. You may be held liable for any unauthorized copying or disclosure of this content.
5. LICENSE GRANT & RESTRICTIONS
5.1 You are granted a non-exclusive, non-transferable, worldwide right to use the Service, solely for your internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by geothinQ and its licensors.
5.2 You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content in any way; (ii) modify or make derivative works based upon the Service or the content; (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, logos, button icons, text, or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; or (iv) delete, obscure, or in any manner alter any warning, notice (including but not limited to copyright or other proprietary rights notice), or link that appears in the content.
5.3 User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
6. YOUR RESPONSIBILITIES
6.1 You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify GeothinQ immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to geothinQ immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you; and (iii) not impersonate another geothinQ User or provide false identity information to gain access to or use the Service.
6.2 You shall log off from the account at the end of each session. The terms of this agreement will continue to apply to all past use of the Service by you even if you are no longer using the Service.
7. ACCOUNT INFORMATION AND DATA
7.1 geothinQ does not own any data, information, or material (Your Data) that you submit to the Service in the course of using the Service. You, not geothinQ, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Data, and geothinQ shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Your Data. In the event this Agreement is terminated (other than by reason of Licensee’s breach), geothinQ will make available to you a file of the Your Data within 30 days of termination if so requested at the time of termination.
7.2 geothinQ reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and geothinQ shall have no obligation to maintain or forward any Your Data.
8. INTELLECTUAL PROPERTY OWNERSHIP
8.1 geothinQ alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the geothinQ technology, the content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the geothinQ technology, or the Intellectual Property Rights owned by GeothinQ
8.2 The geothinQ name, the geothinQ logo, and the product names associated with the Service are trademarks of GeothinQ or third parties, and no right or license is granted to use them.
9. MUTUAL INDEMNIFICATION
9.1 Licensee shall indemnify and hold geothinQ, its licensors and each such party's subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Licensee Data infringes the rights of, or has caused harm to, a third party; (ii) a claim which, if true, would constitute a violation by Licensee of its representations and warranties; or (iii) a claim arising from the breach by Licensee of this Agreement, provided in any such case that geothinQ (a) gives written notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim (provided that Licensee may not settle or defend any claim unless it unconditionally releases geothinQ of all liability and such settlement does not affect geothinQ's business or the Service); (c) provides to Licensee all available information and assistance; and (d) has not compromised or settled such claim.
9.2 & geothinQ shall indemnify and hold Licensee and its subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim which, if true, would constitute a violation by geothinQ of its representations or warranties; or (iii) a claim arising from breach of this Agreement by geothinQ; provided that Licensee (a) promptly gives written notice of the claim to geothinQ; (b) gives GeothinQ sole control of the defense and settlement of the claim (provided that geothinQ may not settle or defend any claim unless it unconditionally releases Licensee of all liability); (c) provide to geothinQ all available information and assistance; and (d) have not compromised or settled such claim.
geothinQ pursuant to this Agreement, for claims alleging any infringement arising from the combination of the Service with any of Licensee’s products, services, and hardware or business processes.
10. DISCLAIMER OF WARRANTIES
10.1 geothinQ and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content.
10.2 geothinQ and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, or (d) the Service or the server(s) that make the Service available are free of viruses or other harmful components.
10.3 The Service and all content are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by geothinQ and its licensors.
11. INTERNET DELAYS
11.1 geothinQ's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. geothinQ is not responsible for any delays, delivery failures, or other damage resulting from such problems.
12.1 On sites that use geothinQ’s geothinQ web application, a geothinQ logo must be included at the bottom right corner of all pages from the use of the Service. This logo must link to https://geothinQ.com.
13.1 geothinQ may give notice by means of a general notice on the Service; electronic mail to Licensee’s e-mail address on record in geothinQ’s account information, or by written communication sent by first class mail or pre-paid post to Licensee’s address on record in geothinQ's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or the following normal business day after sending by e-mail.
13.2 You may give notice to geothinQ (such notice shall be deemed given when received by the designated contact at geothinQ) at any time by any of the following: letter sent by confirmed facsimile to geothinQ at the following fax number: (912) 234-2950; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to geothinQ at the following address: Mr. Ben Jones, geothinQ, P. O. Box 2727, Savannah, GA 31402-2727.
14.1 This Agreement shall be governed by the laws of The State of Georgia and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Chatham County, Georgia.
14.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
14.3 The failure of geothinQ to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by geothinQ in writing.