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Terms of Service

These Terms of Service, as amended from time to time ("Terms"), are entered into by and between GEELAB PTE. LTD, and the customer identified during Onboarding ("Customer"). "Onboarding" means the process by which Customer procures from GEELAB a subscription to use the Service through a self-service sign-up process made available on GEELAB’s website(verifys.geelab.tech, console.geelab.tech, etc.). These Terms and any terms agreed-to during Onboarding are collectively referred to herein as the "Agreement". By accessing or using the Service (as defined below) or clicking a button or checking a box marked "Submit", "I Agree", "I Accept", or something similar, or by otherwise affirmatively manifesting assent to this Agreement, Customer signifies that Customer has read, understood, and agrees to be bound by this Agreement as of Customer’s completion of Onboarding (such date, the "Effective Date").

1. Support Terms.​

During the Subscription Term, GEELAB will use commercially reasonable efforts to respond in a timely manner to support tickets sent by Customer to support@geelab.tech.

2. Data Rights.​

  1. Visitor Data.
    1. License Grant. Customer grants GEELAB a non-exclusive, non-transferable (except in compliance with Section 13.i) right and license to: (i) use, copy, store, transmit, display, modify and create derivative works of Visitor Data as necessary to provide the Service to Customer under this Agreement and as otherwise described in the Privacy policy; and (ii) aggregate the Visitor Data with other data in a de-identified form and may use such derived data for any lawful purpose both during and after the Subscription Term.
    2. Data Processing. To the extent GEELAB processes any Personal Information contained in the Visitor Data, GEELAB will process such Personal Information solely under the instruction of and on behalf of Customer. If Customer is established in the European Economic Area, the United Kingdom, or Switzerland, or if any Personal Information contained in the Visitor Data otherwise falls within the scope of the European Data Privacy Legislation, GEELAB will process any such Personal Information in accordance with GEELAB's GDPR data processing addendum, which will be incorporated by reference into this Agreement and can be accessed at DPA-GDPR. If Customer is not established in the European Economic Area, the United States, or Switzerland, or if any Personal Information contained in the Visitor Data otherwise falls within the scope of the European Data Privacy Legislation, GEELAB will process any such Personal Information in accordance with GEELAB's GDPR data processing addendum, which will be incorporated by reference into this Agreement and can be accessed at DPA-GDPR (as modified from time to time). Notwithstanding the foregoing, if the parties agree in writing to use a different data processing addendum, such data processing addendum will apply in lieu of either of the foregoing data processing addenda.) (as modified from time to time). If Customer is subject to the California Consumer Privacy Act and its implementing regulations ("CCPA") and the Personal Information includes Personal Information of California residents, GEELAB will process any such Personal Information in accordance with GEELAB’s CCPA data processing addendum, which will be incorporated by reference into this Agreement and can be accessed at DPA-CCPA (as modified from time to time). Notwithstanding the foregoing, if the parties agree in writing to use a different data processing addendum, such data processing addendum will apply in lieu of either of the foregoing data processing addenda.
  2. Usage Data. GEELAB may collect Usage Data and use it to operate, improve and support the Service and for other lawful business practices, such as analytics, benchmarking and reports. However, GEELAB will not disclose Usage Data to third parties, including in benchmarks or reports, unless it has been (a) de-identified so that it does not individually identify Customer, its Users or any other person and (b) aggregated with usage data across other GEELAB customers.
  3. Security. GEELAB uses reasonable technical and organizational measures designed to protect the Service and Visitor Data.

3. Customer Obligations.​

Customer (a) is solely responsible for its Visitor Data (including its content) and compliance with all Applicable Laws in its use of the Service and (b) represents and warrants that it has made all necessary disclosures and obtained all necessary consents required for its submission of data and granting of rights to GEELAB under this Agreement without violating or infringing any third-party intellectual property or privacy rights or Customer or third-party terms of service or privacy policies.

4. Commercial Terms​

  1. Payment; Billing. Customer must provide GEELAB with a current, valid accepted method of payment (as it may be updated from time to time, "Payment Method") in order to purchase and use a Paid product. GEELAB uses a third party payment processor to process payments using the provided Payment Method. By starting a Paid Plan and providing or designating a Payment Method, Customer agrees to authorize GEELAB to charge Customer any applicable fees at the then current rate, and any other charges Customer may incur in connection with Customer’s use of the Service, to Customer’s Payment Method. Customer acknowledges that the amount billed each period may vary for reasons that may include the different plan options or services, promotional offers, and/or changing a plan, and Customer authorizes GEELAB to charge Customer’s Payment Method for such varying amounts, which may be billed in one or more charges. Fees for the Service may be billed at the beginning of the applicable billing cycle or at a later period, depending on the specific details of the Customer’s Paid Plan. After Customer’s initial billing cycle, and again after any subsequent billing cycle, Customer’s subscription will automatically commence on the first day following the end of such period (each a "Renewal Commencement Date") and continue for an additional equivalent period, at GEELAB’s then-current price for such subscription. Customer agrees that its Payment Method will be subject to this automatic renewal feature unless Customer cancels its subscription at least thirty (30) days prior to the Renewal Commencement Date. By subscribing, Customer authorizes GEELAB to charge Customer’s Payment Method for the initial billing cycle and any subsequent billing cycle. Customer reserves the right to change the timing of its billing as indicated in this Section 5.iii. GEELAB may authorize your Payment Method in anticipation of subscription or other charges.
  2. Fee Changes. GEELAB, in its sole discretion and at any time, may modify the fees for the Service. Any fee change will become effective at the end of the then-current billing cycle. GEELAB will provide customers with reasonable prior notice of any change in fees. Customer’s continued use of Service after a fee change comes into effect constitutes Customer’s agreement to pay the modified fee amount.
  3. Suspension of Service. GEELAB may suspend Customer’s access to the Service if (a) Customer breaches Section 1.ii (Restrictions) or Section 4 (Customer Obligations), (b) if Customer’s account is 30 days or more overdue or (c) if Customer’s actions risk harm to other customers or the security, availability or integrity of the Service. Where practicable, GEELAB will use reasonable efforts to provide customers with prior notice of the suspension. Once Customer resolves the issue requiring suspension, GEELAB will promptly restore Customer’s access to the Service in accordance with this Agreement.

5. Warranty Disclaimer.​

  1. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES, IMPLIED OR EXPRESS, WITH REGARD TO ACCESSIBILITY, FITNESS, LAWFULNESS, AVAILABILITY, OR FUNCTIONALITY OF THE SERVICES, ANY RELATED SOFTWARE OR MATERIALS, THE TASKS, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEELAB DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST GEELAB WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION IS TO CEASE USE OF THE SERVICES We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the website . Scheduled and unscheduled interruptions may occur, and we do not warrant uninterrupted availability of our website.

6. Term and Termination​

  1. Term. This Agreement starts on the Effective Date and continues until terminated in accordance with this Agreement
  2. Termination. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after written notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Notwithstanding anything to the contrary in this Agreement, GEELAB may, in its sole and absolute discretion (x) terminate any Free Plan at any time and for any reason without notice and (y) terminate any Paid Plan for any reason with thirty (30) days’ prior written notice.
  3. Effect of Termination. Upon expiration or termination of this Agreement, (a) Customer’s right to use the Service (including its license to any SDK) will terminate, and (b) Customer shall immediately cease any and all use of and access to the Service. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (as defined in Section 11) in its possession or control. Customer acknowledges that following termination it shall have no further access to any Visitor Data input into the Service, and that GEELAB may delete any such data as may have been stored by GEELAB at any time. Visitor Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
  4. Survival. These Sections survive expiration or termination of this Agreement: 1.ii (Restrictions), 3.i (Visitor Data) (but solely as it relates to derived data), 3.ii (Usage Data), 4 (Customer Obligations), 5.ii (Fees and Taxes), 6.i (Disclaimers), 7.iii (Effect of Termination), 7.iv (Survival), 8 (Ownership), 9 (Limitations of Liability), 10 (Indemnification), 11 (Confidentiality), 13 (General Terms) and 14 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement does not limit other remedies a party may have.

7. Ownership.​

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for GEELAB’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Visitor Data provided to GEELAB. Except for Customer’s limited license and use rights set forth in Section 1 of this Agreement, GEELAB and its licensors retain all intellectual property and other rights in the Service and any related GEELAB technology, including any modifications or improvements to these items made by GEELAB. If Customer provides GEELAB with feedback or suggestions regarding the service or other GEELAB offerings, GEELAB may use the feedback or suggestions without restriction.

8. Limitations of Liability​

  1. Consequential Damages Waiver. NEITHER GEELAB NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE
  2. Liability Cap. GEELAB’S (AND ITS SUPPLIERS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO GEELAB DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (OR, IF FEWER THAN 12 MONTHS HAVE ELAPSED UNDER THE AGREEMENT, THE AVERAGE MONTHLY FEES PAID OR PAYABLE BY CUSTOMER TO GEELA UNDER THE AGREEMENT MULTIPLIED BY 12).
  3. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

9. Indemnification​

  1. GEELAB Indemnity. GEELAB will defend Customer from and against any third-party claim to the extent alleging that the Service, when used as authorized by Customer, infringes a third-party’s U.S. patent, copyright or trademark, and will indemnify Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by GEELAB resulting from the claim. In response to an actual or potential infringement claim, if required by settlement or injunction or as GEELAB determines necessary to avoid material liability, GEELAB may at its option: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the alleged infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality or (c) terminate Customer’s access to the infringing portion of the Service and refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Subscription Term. GEELAB's obligations in this Section 10 do not apply (i) to infringement resulting from Customer’s modification of the SDK or use of the Service in combination with items not provided by GEELAB, (ii) to infringement resulting from use of a non-supported version of the SDK, (iii) to unauthorized use of the Service, or (iv) if Customer settles or makes any admissions about a claim without GEELAB's prior written consent. This Section 10 sets out Customer’s exclusive remedy and GEELAB's entire liability regarding infringement of third-party intellectual property rights.
  2. Customer Indemnity. At GEELAB's request, Customer will defend GEELAB and its affiliates from and against any third-party claim based upon or arising from Visitor Data or GEELAB's collection, storage, or processing thereof in compliance with this Agreement, and, regardless of whether GEELAB requests Customer to defend against such a claim, will indemnify GEELAB and its affiliates against any damages or costs awarded against GEELAB or its affiliates (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

10. Confidentiality​

  1. Definition. "Confidential Information" means information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. GEELAB’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about, and all nonpublic aspects of, the Service.
  2. Obligations. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for GEELAB, the subcontractors referenced in Section 13.ix), provided it remains responsible for their compliance with this Section 11 and they are bound to confidentiality obligations no less protective than this Section 11.
  3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Applicable Laws, subpoena or court order, provided (if permitted by Applicable Laws) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
  4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 11.

11. Publicity.​

Neither party may publicly announce this Agreement except with the other party’s prior written consent or as required by Applicable Laws. However, GEELAB may include Customer and its trademarks in GEELAB's customer lists and promotional materials but will cease this use at Customer’s written request.

12. General Terms​

  1. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
  2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New Castle County, Delaware and both parties submit to the personal jurisdiction of those courts.
  3. Notices. Except as set out in this Agreement, notices under this Agreement must be in writing to the addresses on the first page. Either party may update its address with notice to the other party. GEELAB may also send operational notices to Customer by email or through the Service.
  4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by GEELAB; any of these Customer documents are for administrative purposes only and have no legal effect.
  5. Amendments. GEELAB may, in its sole discretion and from time to time, modify this Agreement by posting a revised version of this Agreement on its website. If GEELAB modifies the Agreement, GEELAB will use commercially reasonable efforts to notify Customer of the changes. If Customer does not agree to the revised Agreement, then Customer may not use or continue to use the Service. Changes will become effective no sooner than seven (7) days after they are posted; provided that changes addressing new functions or changes made for legal reasons will be effective immediately.
  6. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.
  7. Audit Rights. Upon GEELAB's written request, Customer shall certify in a signed writing that Customer’s use of the Service is in full compliance with the terms of this Agreement.
  8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, internet or utility failures, refusal of government license or natural disaster.
  9. Subcontractors. GEELAB may use subcontractors and permit them to exercise GEELAB's rights, but GEELAB remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
  10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
  11. Open Source. Certain aspects of the Service may contain or be provided with third-party components subject to the terms and conditions of "open source" software licenses ("Third-Party Open Source"). Third-Party Open Source may be identified in the Service (or a portion thereof), the Documentation, or GEELAB shall provide a list of the Third-Party Open Source to Customer upon Customer’s written request. To the extent required by the license that accompanies the Third-Party Open Source, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Third-Party Open Source, including, without limitation, any provisions governing access to source code, modification, or reverse engineering. For clarity, Third-Party Open Source does not include any open source software created by GEELAB。

13. Definitions​

"Applicable Laws" means all relevant local, state, and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical data or Personal Information.

"Browser" means a particular software application designed to allow interactive access to the World Wide Web such as, by way of example and without limitation, Google Chrome, Firefox, Apple Safari, and Microsoft Edge.

"Credentials" means user IDs, passwords, accounts, license keys or other Service access mechanisms provided by GEELAB.

"Customer Website" means the website of Customer on which the API is accessed.

"European Data Privacy Legislation" means, as applicable: (i) Regulation (EU) 2016/679; (ii) the "UK GDPR" as defined in The Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit) Regulations 2019; and (iii) the Swiss Federal Act on Data Protection 1992 (as amended).

"Personal Information" means information relating to identified or identifiable natural persons that may be included within Visitor Data.

"Privacy Policy" means the GEELAB Privacy Policy, the current version of which is available at privacy-policy (as modified from time to time).

"Usage Data" means technical, log, usage and other data related to Customer’s general use of the Service.

"User" means any employee or contractor of Customer that Customer allows to use the Service on its behalf.

"Visitor Data" means the Customer Website session data collected in connection with the Service.