Terms & Conditions

2. FEES AND PAYMENT

2.1 Fees. Client shall pay AIMGEO all undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. Client’s payments under these Terms are due net-thirty (30) days from Client’s receipt of AIMGEO’s invoice unless agreed otherwise by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable sales, excise, value-added or use taxes. Except for income taxes levied on AIMGEO’s net income, Client shall pay or reimburse AIMGEO for all national, federal, provincial, state, local or other taxes and assessments of any jurisdiction, which are legally payable by Client for charges set, services performed or to be performed, or payments made or to be made hereunder. Client shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to AIMGEO under these Terms. This provision shall survive the termination of these Terms and shall be applicable regardless of the time frame in which the requirement of the payment of such taxes or assessments is asserted (e.g. a deficiency assessment by a taxing authority as a result of an audit after the termination of these Terms). Client will notify AIMGEO of any invoice dispute within thirty (30) days of receipt of invoice, at which time the parties will engage in good faith efforts to resolve the dispute.

2.2 Late Payments. Client's failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of when it is due, AIMGEO may, in its sole discretion, choose to do any or all of the following: (i) charge Client a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend Client's access to the Subscription Service and/or the delivery of the Professional Services. AIMGEO’s suspension or resumption of the Subscription Service or Professional Services does not limit or prevent AIMGEO from pursuing all other remedies available.

2.3 Auto Renew. If you have entered into an agreement for Services with AIMGEO, the agreement will auto renew in compliance with applicable law as further set forth herein. Unless otherwise noted in the Order Form or Statement of Work, any agreement for Services will auto renew for the same period of time as the initial term of the agreement unless written notice of non-renewal is provided to AIMGEO at least 90 days prior to the date of renewal.

3. PROPRIETARY RIGHTS

3.1 Ownership; License; Retained Rights. AIMGEO owns all right, title, and interest in and to the Subscription Service, including, without limitation, all modifications, improvements, enhancements, integrations, upgrades, derivative works, and feedback (see below) related thereto and all intellectual property rights therein (“Rights”), and any and all Rights developed as part of the delivery and receipt of the Professional Services. AIMGEO grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service, and any deliverables developed pursuant to the delivery of Professional Services hereunder in relation to Client's use of the Service, for the term of the applicable Order Form or Statement of Work. Any feedback, suggestions, or ideas provided by the client regarding the Services (“Feedback”) are hereby assigned to AIMGEO, and AIMGEO shall own all the rights, title and interest in and to such Feedback, including all intellectual property rights therein. The Client agrees that AIMGEO may use such Feedback without any restriction or obligation to provide compensation to the Client. All rights not expressly granted to Client hereunder are reserved by AIMGEO.

3.2 Restrictions. Unless otherwise permitted in writing by AIMGEO, Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service; (ii) use, evaluate or view the Subscription Service for the purpose of designing or creating a product or service competitive to AIMGEO’s products or services; and/or (iii) resell or use the Subscription Service in a service bureau (iv) publicly disclose or publish any performance or benchmarking results relating to the Subscription Service without AIMGEO’s prior written consent.

3.3 Data Collection, Ownership, and Use.

3.3.1 Client Data. During the term of the agreement, Client grant AIMGEO a limited, non-exclusive, royalty-free, revocable, world-wide license to: (a) use and disclose, as necessary to provide the Subscription Service andProfessional Services and for the purposes described herein, all information submitted by Client and Client’s end users in connection with Client’s use of the Subscription Service (e.g., Personal Data, submitted content, prompts, queries to AI Tools, product information included in feeds, transaction detail information such as unit prices and cart values, and survey data)) (“Client Data”); and (b) to create aggregated or deidentified data based on the Client Data that does not identify Client, Personal Data, any individual or any Client Confidential Information (“Aggregate Data”). Client owns all Client Data. Nothing contained herein shall be construed as granting AIMGEO ownership in any Client Data. AIMGEO does not use the Client Data for the purposes of training or improving the Subscription Service, any AI Tools or other products or Services. AIMGEO may use the Aggregate Data for the purposes of improving or training the Services, AI Tools and AIMGEO’s other products and services subject to applicable law.

3.3.2 AIMGEO Data. All data generated, stored or collected by AIMGEO technologies which is not Client Data is owned by AIMGEO including, but not limited to, the Aggregate Data and general performance and usage data about the Subscription Service, including metadata regarding how the Subscription Service performs and how it is used (such as technical logs, task types, completion rates, and Agent success metrics) (“AIMGEO Data”). AIMGEO Data includes, but is not limited to, all review data posted to a AIMGEO microsite and output from AI Tools generated in response to Client prompts or queries (excluding third party data described in Section 3.3.3 and any Client Data incorporated in such output). Client shall have a limited, perpetual license to use such any AIMGEO Data generated by the Subscription Service that is displayed to Client, subject to Section 3.3.3 of this MSA, for its internal business purposes.

3.3.3 Third Party Data. Data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and Client's use of such third party data and content is limited by such third party’s applicable license terms and web site terms of use. AIMGEO hereby disclaims responsibility and/or liability in full for Client’s use of any such third party data and content under these Terms. Such third party data and content will be promptly destroyed, and Client shall otherwise no longer have access to such third party data and content, upon termination of these Terms or termination of the applicable Order Form or Statement of Work.

3.4 Privacy Policy; Personal Data; Security.The collection, use and storage of Personal Data (as defined in the DPA) through AIMGEO’s website is governed by AIMGEO’s privacy policy located at https://www.aimgeo.com/terms/privacy-policy (“Privacy Policy”). If Client's use of the Subscription Service requires AIMGEO to process Personal Data, AIMGEO will process Personal Data subject to AIMGEO’s Data Processing Addendum (“DPA”). The Privacy Policy and DPA, are incorporated into these Terms in their entirety. AIMGEO may update its Privacy Policy and DPA from time to time, provided that any such changes do not materially diminish Client’s right under these Terms.


During the term of this Agreement, AIMGEO shall maintain a security program materially in accordance with industry standards that is designed to: (i) ensure the security of Client Data; (ii) protect against threats or hazards to the security or integrity of Client Data; and (iii) prevent unauthorized access to Client Data. If either party believes that there has been a security breach involving Client Data, such party must promptly notify the other party, unless legally prohibited from doing so. Additionally, each party will reasonably assist the other party in mitigating any potential damage arising from any such security breach. As soon as reasonably practicable after any such security breach, AIMGEO shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Client.

3.5 Confidential Information. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself (for avoidance of doubt, neither party shall be required to identify information as confidential in order to avail itself of the protections set forth in this Section 3.5). The parties acknowledge that the Subscription Service and Professional Services, the terms of these Terms and any Order Form or Statement of Work, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of AIMGEO and the Client, respectively. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party will have the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party agrees to promptly report any breaches of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information does not include any information which (i) is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of these Terms by the receiving party; (ii) was independently developed, or otherwise acquired, by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party's files and records immediately prior to the time of disclosure; or (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure.

4. WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY

4.1 AIMGEO Warranty. AIMGEO represents and warrants that (i) it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with these Terms; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) AIMGEO shall use industry standard virus protection designed to prevent any viruses, time bombs or other disabling code from the Subscription Service; and (v) it shall comply with all laws applicable to it in its provision of the Subscription Service. Additionally, AIMGEO shall perform the Professional Services in a professional and workmanlike manner in accordance with applicable industry standards.

Client’s exclusive remedy and AIMGEO’s entire liability for breach of the foregoing warranties shall be, at AIMGEO’s option, (a) re-performance of the non-conforming Services, or (b) termination of the affected Services and refund of any prepaid fees for the period following termination.

4.2 Client's Warranty. Client represents and warrants that (i) Client has any and all consents and authorizations as may be necessary for the Client to receive the Subscription Service and/or Professional Services; (ii) each of the sites where the Subscription Service is deployed contains a privacy policy that discloses the usage of third-party technology and the data collection and usage resulting from the Subscription Service (it being understood that this clause will not be deemed to require those privacy policies to expressly identify AIMGEO or any Subscription Service, unless otherwise required by law, rule or regulation) and complies with all applicable privacy laws, rules and regulations; (iii) Client's websites upon which the Subscription Service is deployed do not contain any material which is defamatory, promotes illegal activity, or contains hate speech; and (iv) Client have legally obtained necessary ownership or license rights to any Client Data, including Personal Data, and that Client have any waivers and/or opt-in agreements in place with authorized users and Client customers that are required by applicable law in relation to the communications to be sent to such users and customers by AIMGEO and the Subscription Service under theseTerms. Client shall be solely responsible for, and shall indemnify AIMGEO from, any claims arising out of Client’s failure to obtain or maintain any such consents or authorizations.

4.3 Warranty Disclaimer. EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES OR ANY SUPPORT RELATED THERETO, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. BIRDEYE DOES NOT WARRANT, OR OTHERWISE PROMISE, THAT THE USE OF ITS SERVICES WILL INCREASE CLIENT’S RANKING POSITIONS ON GOOGLE OR ANY OTHER SEARCH ENGINE.

4.4 Limitations of Liability. EXCEPT AS SET FORTH BELOW, THE LIMITATIONS OF LIABILITY IN SECTIONS 4.4.1 AND 4.4.2 WILL APPLY IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ALSO APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH DAMAGES ARE SOUGHT. IN NO EVENT WILL THE LIMITATIONS APPLY TO THE AMOUNTS DUE FOR SERVICES UNDER THE TERMS. BOTH PARTIES SHALL USE REASONABLE EFFORTS TO MITIGATE THE DAMAGES FOR WHICH THE OTHER PARTY IS RESPONSIBLE. HOWEVER, IN NO EVENT WILL THE LIMITATIONS APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

4.4.1 No Special Damages. EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF ANTICIPATED SAVINGS OR REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, OF ANY PARTY, INCLUDING THIRD PARTIES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE FOREGOING.

4.4.2 Liability Cap. EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INDEMNITY OBLIGATIONS, DATA BREACHES OR CLIENT'S OBLIGATION TO PAY UNDISPUTED FEES UNDER THESE TERMS, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THESE TERMS EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CLIENT TO BIRDEYE UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. If Client is located in Australia, pursuant to section 64A of the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (“CCA”)), if and to the extent that Client have acquired the Service as a ‘consumer’ (as defined in section 3 of the Australian Consumer Law), AIMGEO’s liability to Client under each of sections 60, 61 and 62 of the Australian Consumer Law is limited to either supplying the Services again or payment of the cost of having the Services supplied again. Nothing in these Terms excludes, restricts or modifies or purports to exclude, restrict or modify any guarantee that applies pursuant to the Australian Consumer Law or any other provision of the CCA which cannot be lawfully excluded, restricted or modified.

4.4.3 Liability Cap for Data Breaches, Indemnity and Confidentiality. Notwithstanding the terms of Section 4.4.2, the maximum liability of AIMGEO for any claims relating to data breaches, indemnification and confidentiality claims shall in no event exceed two times the fees paid or payable by Client under these Terms during the twelve (12) month period immediately preceding the date on which the claim arose.

4.4.4 Cumulative Liability. The caps provided in this clause are cumulative for all claims (not per incident) and apply collectively to each Client and its affiliates (not per affiliate).

4.4.5 Time During Which To Bring Claim. Except where a longer period is mandated by applicable law, any claim, action or proceeding that the Client may have arising out of or relating to these Terms must be brought within twelve (12) months of the date on which the claim arose, or such claim will be deemed waived and permanently barred. This clause does not affect any non-waivable statutory rights the Client may have under the applicable law.

4.5 Client's Indemnity. Client shall indemnify, defend, and hold harmless AIMGEO, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement terms, that arises out of a third party’s claim that Client's website on which the Subscription Service is provided or any application Client develop infringes any intellectual property rights.

4.6 AIMGEO Indemnity. AIMGEO shall indemnify, defend, and hold harmless Client, Client's officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement terms, from a third party’s claim that the Subscription Service, as provided by AIMGEO to Client within the scope of these Terms, infringe any intellectual property rights. AIMGEO has no obligation to indemnify Client for a claim of infringement to the extent it arises from: (i) infringing matter supplied or developed solely by Client; (ii) unauthorized modifications or uses of the Subscription Service; or (iii) Client's acts or omissions not in accordance with the terms of this Agreement. If Client's use of the Subscription Service is enjoined or is likely to be enjoined due to a third party claim of infringement for which AIMGEO is required to indemnify Client under these Terms then AIMGEO may, at its sole cost and expense and within its sole discretion, do one of the following: (x) procure for Client the right to continue using the Subscription Service; (y) replace or modify the enjoined Subscription Service to make it non-infringing but functionally equivalent; or (z) terminate the enjoined Subscription Service and return any fees paid for enjoined Subscription Service not yet rendered.

4.6.1 The indemnification obligations set forth in this Section 4.6 are AIMGEO’s sole and exclusive obligations with respect to any infringement claims.

4.7 Indemnification Conditions. The indemnification obligations contained in these Terms are conditioned upon: (a) prompt notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed (failure to meet this condition does not exempt the indemnitor from its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim); (b) sole control of the defense and settlement by the indemnitor; and (c) reasonable cooperation by the indemnitee in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend.

4.8 Proportional Liability. Each indemnitor’s liability to pay or reimburse any indemnified claim is limited to the extent of the indemnitor’s proportional contribution. Neither party has any liability to the extent that any losses in conjunction with indemnified claims are attributable to acts or omissions of the other party or its indemnitees.

5. TERM AND TERMINATION

5.1 Term. These Terms commence on the Effective Date of the first Order Form or Statement of Work and shall remain effective as long as any Order Form or Statement of Work referring to these Terms remains in effect. Except as specifically set forth to the contrary in these Terms, all payment obligations under any and all Order Forms or Statements of Work are non-cancellable and all payments made are non-refundable.

5.2 Termination for Breach. In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate these Terms or a specific Order Form or Statement of Work upon written notice. Upon termination of these Terms or an Order Form or Statement of Work due to Client's material breach, Client will pay for the Subscription Service and Professional Services that have been rendered through the termination date plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work. Upon termination of these Terms or an Order Form or Statement of Work due solely to a breach by AIMGEO, AIMGEO shall refund a pro rata portion of any fees paid for services not yet rendered as of the date of termination.

5.3 Breach Notification Requirements. The written notice of breach shall be mailed to the addresses provided below or Client may email its notice to AIMGEO at legal@aimgeo.com and the notice  under Section 5.2 must contain: (i) the name of the breaching party and/or any person(s) responsible for the alleged breach (if applicable), (ii) a detailed description of the alleged breach, specifying the clause of these Terms or Agreement that may be violated, (iii) the date and time the said breach first occurred and, (iv) the required action to cure the breach. For a notice of breach to be deemed valid and to obligate AIMGEO to review or investigate the alleged breach, such notice must strictly comply with the foregoing requirements and be made in good faith, supported by reasonable factual detail. AIMGEO shall have no obligation to acknowledge, investigate, or respond to any notice that is incomplete, inaccurate, frivolous, or otherwise fails to meet the requirements set forth in this Section.

6. INNOVATION FEE

At the time of any auto renewal, and unless you have entered into an agreement which specifically changes the Innovation Fee applicable to your contract for or use of the Services, AIMGEO will apply an 8% fee on all recurring Services fees to cover product innovations, enhanced services and inflation (“Innovation Fee“). The Innovation Fee shall apply automatically upon any auto renewal of this Agreement and apply to all Services covered by this Agreement at the time of the auto renewal. The Innovation Fee will be applied to the Services fees including any additional fees incurred during the term. The Innovation Fee will be included in the annual invoice to Client due according to the payment terms set forth above or as other specifically stated in the Order Form or Statement of Work and Client hereby consents in advance to such automatic application of the Innovation Fee.

7. ONLINE & DIGITAL PAYMENTS

Online and Credit Card Payments: Client agrees to be bound by Stripe Terms of Service located at: https://stripe.com/ssa. The Stripe Terms of Service may be modified periodically by Stripe in its sole discretion.

No PCI DSS Liability: Client understands, acknowledges and agrees that all credit card and digital payment transactions processed through AIMGEO are done through a third party payment processor which is Level 1 PCI DSS compliant. Since AIMGEO does not store any payment card information, it is not subject to PCI DSS and, as a result, AIMGEO shall be released from any and all liability or claims related to or arising out of PCI DSS.

No Refunds of Payment Fees; Client Liability to Its Customers for Refunds: AIMGEO will not refund any Payment Fees upon a refund, chargeback or other reversal of a transaction. The amount of the refund transaction will be sent to Client's customer directly but Client shall remain liable to AIMGEO for the Payment Fees which AIMGEO will deduct from Client's payment account for the original transaction. Client agrees to indemnify AIMGEO against any claims related to or arising out of any claims by Client's customer related to the amount of any refund, chargeback or similar issue. In the event Client's payment account does not contain the funds required to process the refund or cover the Payment Fees, Client gives AIMGEO the right to debit Client's bank account directly to cover the shortfall.

Right to Cancel or Adjust Pricing: AIMGEO reserves the right to terminate Client's access to and use of online or digital payments if AIMGEO, in its sole discretion, determines that Client poses too great of a risk to continue using the Payments service. In addition, AIMGEO reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion, if AIMGEO determines that different Payment Fees are required to cover the risk posed by Client's use of the Payments service.

8. MISCELLANEOUS

8.1 Independent Contractors. In performing under these Terms, each party is acting as independent contractor, and the parties shall not be construed as partners, joint ventures, or agents of one another in any respect.

8.2 Subcontractors. If AIMGEO subcontracts any portion of the Professional Services to a third party, AIMGEO (i) shall require such subcontractor to comply with the material terms and conditions of these Terms and (ii) remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by AIMGEO.

8.3 Mutual Press Release.  Within a reasonable time following the execution of this Agreement, the AIMGEO and Client shall jointly issue a mutually agreeable press release (the “Agreed Press Release”) announcing the partnership created by this Agreement. Neither AIMGEO nor Client shall make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party.

8.4 Export. Client may not export or re-export any software included within the Subscription Service, either directly or indirectly, without receiving AIMGEO’s written consent and any required license from the applicable governmental agency.

8.5 Force Majeure. Neither party will be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, acts of government, civil commotion, Third Party Sites, strikes, terrorism, failure of third party networks or the public Internet, power outages, industry-wide labor disputes or governmental demands or restrictions.

8.6 Assignment. Either party may assign these Terms without consent in connection with (i) a merger where the contracting entity does not survive such merger, or (ii) the sale of all or substantially all of the contracting entity’s assets related hereto. Except as expressly stated in this section, neither party may assign its rights or obligations under the Terms without obtaining the other party’s prior written consent. Any assignment in contravention of this subsection is void.

8.7 Travel & Expense Reimbursement. Each applicable Order Form or Statement of Work will set forth any reasonable and necessary travel expenses that will need to be incurred in performance of the Professional Services under these Terms.
8.8 Notice and Delivery. Except as otherwise provided herein, all notices, statements and other documents, and all approvals or consents that any party is required or desires to give to any other party will be given in writing and will be served in person, by express mail, by certified mail, by overnight delivery, by facsimile, or by electronic mail at the respective addresses set forth below, or at such other addresses as may be designated by such party.

If to AIMGEO:
Humanesque Labs Inc.
7901 4th St N #30285, St. Petersburg, FL, 33702, USA
ATTN: Legal
Email: legal@aimgeo.com

If to Client: To the contact information stated in the Purchase Order, Order Form, or Statement of Work.

Notices to Client will be addressed to the contact designated in writing by Client to AIMGEO for Client's relevant account, and in the case of billing-related notices, to the relevant contact designated by Client.

8.9 Compliance with Laws and Regulations. Each party shall in good faith perform its obligations hereunder in a manner that complies with all applicable laws, regulations, ordinances and codes, including identifying and procuring required permits, certificates, approvals and inspections. If either party receives any notice, summons, or complaint regarding its non-compliance with any such laws, regulations, ordinances, or codes, it shall promptly notify the other party of such matter.

8.10 Governing Law and Jurisdiction. These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the State of Florida, without giving effect to principles of conflicts of law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction, will not apply to the Terms. Any disputes, actions, claims or causes of action arising out of or in connection with the Terms shall be subject to the exclusive jurisdiction of the state or federal courts in Sarasota County, Florida.

8.11 Entire Understanding; Order of Precedence. These Terms represent the parties' entire understanding relating to the Subscription Services and Professional Services, and supersede any prior or contemporaneous, conflicting or additional, communications. Any conflict between these Terms, any addendum or attachment and any Order Form or Statement of Work shall be resolved in favor of the Order Form or Statement of Work followed by the addendum or attachment over the Terms. These Terms or an Order Form may be executed by electronic signature. Except as otherwise provided in an Order Form or Statement of Work or other agreement of the parties, these Terms may only be amended by a duly executed agreement between the AIMGEO and Client. If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

8.12 Severability; Waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

8.13 Survival. All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.