Terms and Conditions

If you use the Services on behalf of a company or other organization, you confirm that you have authority to bind it, and “you” means that organization.

The Services are offered for business and professional use only. By using them, you confirm that you are at least 18 years old and are not acting as a consumer.

If you have signed a separate written agreement or order form with us, that document takes priority over these Terms wherever the two conflict.

• Give us accurate account information and keep it up to date.
• Keep your password and API keys confidential. You are responsible for all activity under your account and keys, including where a key is embedded in an application you distribute.
• Tell us promptly at contact@geoclarity.net if you believe an account or key has been compromised.

We may revoke or rotate a key that we reasonably believe is compromised or misused.

Geoclarity provides forward geocoding, reverse geocoding, address normalization and bulk geocoding through a REST API.

We continue to develop the Services and may add, change or remove features. If a change will materially reduce functionality you rely on, or we retire an API version, we will give you at least 30 days' notice where reasonably practicable.

Features we label as beta or preview are provided for evaluation. They may change or be withdrawn at any time and are not covered by any service level commitment.

Your plan sets the number of requests you may make and any rate limits. Current plans are described on our website or in your order form.

The Free plan is intended for evaluation and low-volume use. It carries no service level commitment, and we may change its limits or withdraw it on reasonable notice.

If you exceed your plan's limits, we may throttle or reject further requests until the limit resets, or contact you about a more suitable plan. We do not charge overage fees unless they are set out in your order form.

You may not open multiple accounts or use other means to get around plan limits.

Paid plans are billed by invoice. The fees, billing frequency and plan term are set out in your order form or invoice.

• Payment. Unless the invoice says otherwise, payment is due within 30 days of the invoice date, by bank transfer or another method stated on the invoice. You are responsible for bank and transfer charges, so that we receive the invoiced amount in full.
• Taxes. Fees are stated in US dollars unless agreed otherwise and exclude taxes. You are responsible for any sales, use, value-added, withholding or similar taxes that apply to your purchase, other than taxes on our income.
• Renewal. Paid plans renew automatically for successive terms of the same length unless either of us gives written notice of non-renewal before the current term ends.
• Price changes. We may change our fees. For an existing paid plan, a change takes effect at your next renewal, and we will give you at least 30 days' notice.
• Late payment. If an invoice is overdue, we may suspend your access after giving you at least 10 days' written notice. Overdue amounts remain payable.
• Refunds. Except as stated in these Terms or required by law, fees are non-refundable.

You must not, and must not allow anyone else to:

• use the Services in breach of any law, including privacy and data protection law;
• use the Services to stalk, harass or unlawfully track any person, or to process location data about people without a lawful basis;
• resell or sublicense the Services, or offer them as a standalone geocoding service, as opposed to integrating them into your own product;
• systematically extract Results in bulk in order to build a competing geocoding database or service;
• get around plan limits, rate limits or any access control;
• interfere with or disrupt the Services, or probe, scan or test them for vulnerabilities without our written permission;
• reverse engineer any part of the Services that is not open source, except where the law permits it despite this restriction;
• use another customer's account or API key, or misrepresent who you are.

Geocoding results returned by the API (“Results”) are derived from OpenStreetMap data, which is © OpenStreetMap contributors and made available under the Open Database License (ODbL) 1.0. Results may also draw on other openly licensed sources, which we identify in our documentation or on request.

Subject to these Terms and the licenses of the underlying data, you may use Results in your own products and services, and you may store and keep them, including after your plan ends. We do not claim ownership of Results.

You are responsible for complying with the ODbL when you use Results. In particular, if you use the Services in a publicly available product or service, you must credit OpenStreetMap, for example with the notice “© OpenStreetMap contributors” linked to openstreetmap.org/copyright. The OpenStreetMap Foundation's geocoding guideline explains how the license applies to geocoding results, including when a collection of results becomes a derivative database with share-alike obligations.

Open data is maintained by volunteers and public bodies and changes over time. Results may be incomplete, out of date or inaccurate, and coverage and precision vary by country and region. You should assess whether Results suit your use and validate them where accuracy matters.

You keep all rights in the addresses, coordinates and other data you send to the API (“Customer Data”). You permit us to process Customer Data only as needed to provide the Services to you.

We do not keep the content of your API requests, or the Results, after the response has been returned. We keep only request counts for each API key, which we use for plan limits, billing and capacity planning. Our Privacy Policy describes this in more detail.

You are responsible for Customer Data and for having the right to send it to us. If it includes personal data, such as a location that relates to an identifiable driver, customer or device user, you are responsible for giving any notices and obtaining any consents the law requires.

Where we process personal data on your behalf and data protection law requires a written agreement, for example under the EU or UK GDPR, our Data Processing Addendum applies. You can request a copy to sign at contact@geoclarity.net.

We and our licensors own the Services, including the API, software, website, documentation and the Geoclarity name and logo. This does not include the open data in Results or open-source components, which remain under their own licenses.

While you comply with these Terms, we grant you a non-exclusive, non-transferable right to access and use the Services for your business purposes and to integrate them into your own products and services.

You may state truthfully that your product uses Geoclarity. Any other use of our name or logo needs our written permission.

If you send us feedback or suggestions, we may use them without restriction or payment.

Each of us may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, such as API keys, pricing in an order form and non-public technical information. The recipient will use it only to provide or receive the Services, protect it with reasonable care, and disclose it only to staff and advisers who need to know it and are bound to keep it confidential, or where the law requires disclosure.

We work to keep the Services available and fast, but we do not promise uninterrupted or error-free operation. An uptime commitment applies only if your plan or order form includes a service level agreement (SLA). Where it does, the SLA sets out the commitment and the remedies available to you, and those remedies are your only remedy for unavailability.

We may carry out maintenance that briefly affects availability, and we will try to schedule it to minimize disruption.

Support is provided by email at contact@geoclarity.net. Response-time commitments apply only where your plan or order form states them.

You may stop using the Services at any time. To close your account, email contact@geoclarity.net. Ending a paid plan before its term is over does not entitle you to a refund, except as stated below.

We may suspend your access immediately if we reasonably believe that you are in breach of the Acceptable use section, that your use threatens the security or stability of the Services, that an invoice remains unpaid after the notice described above, or that the law requires it. We will tell you beforehand where we reasonably can, and restore access once the issue is resolved.

Either of us may terminate these Terms by written notice if the other materially breaches them and does not fix the breach within 30 days of being told about it. We may also close a Free plan account, or end a paid plan without cause, by giving you at least 30 days' notice.

If we end a paid plan without cause, or you terminate because of our uncured material breach, we will refund any prepaid fees covering the period after termination.

When these Terms end, your right to use the Services stops and your API keys are deactivated. Amounts owed before termination remain payable. The sections that by their nature should continue, including those on Results, intellectual property, confidentiality, disclaimers, liability, indemnity and governing law, continue to apply.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT RESULTS WILL BE ACCURATE, COMPLETE OR CURRENT.

The Services are not designed for emergency response, life-safety systems or any other use where an incorrect or unavailable result could lead to death, personal injury or serious physical damage. If you choose to use them in that way, you do so at your own risk.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER OF US WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US$100.

These limits apply to every kind of claim, whether in contract, tort (including negligence) or otherwise. They do not limit your obligation to pay fees, your obligations under the Indemnity section, or any liability that cannot be limited by law.

You will defend and indemnify Geoclarity, its affiliates and their officers, employees and agents against any third-party claim, and the related damages, costs and reasonable legal fees, arising from (a) Customer Data, (b) your products or services, or (c) your use of the Services in breach of these Terms or the law. We will notify you promptly of any such claim, let you control its defense and settlement, and cooperate reasonably at your expense. You may not settle a claim in a way that imposes obligations on us without our written consent.

We may update these Terms from time to time. We will post the updated version on this page and change the “Last updated” date. If a change is material, we will give you at least 30 days' notice by email or through the Services before it takes effect. If you keep using the Services after an update takes effect, you accept the updated Terms. If you do not agree to a material change, you may terminate before it takes effect, and we will refund any prepaid fees covering the period after termination.

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, each of us will try in good faith to resolve any dispute by contacting the other. You can reach us at contact@geoclarity.net. If the dispute is not resolved within 30 days, it must be brought exclusively in the state or federal courts located in Wyoming, and each of us consents to the jurisdiction of those courts. Either of us may seek urgent injunctive relief in any court with jurisdiction to protect its intellectual property or confidential information.

• Entire agreement. These Terms, together with any order form, SLA and Data Processing Addendum agreed between us, are the entire agreement between you and us about the Services and replace any earlier understanding.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate, or to a successor in a merger, acquisition or sale of our business.
• Export controls and sanctions. You may not use the Services in breach of United States or other applicable export control or sanctions laws, or if you are located in a country or territory subject to comprehensive US sanctions or are named on a US government restricted-party list.
• Events beyond our control. Neither of us is liable for a failure or delay caused by events beyond its reasonable control, such as internet or utility failures, natural disasters, acts of government or labor disputes. This does not excuse payment obligations.
• Severability and waiver. If any part of these Terms is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• Relationship. We are independent contractors. These Terms do not create a partnership, agency or employment relationship, and no one other than you and us has rights under them.
• Notices. We may send you notices by email to the address on your account. Send notices to us at contact@geoclarity.net; legal notices should also be sent to our registered address below.

[Legal entity name]
[Registered address]
contact@geoclarity.net