Terms of Service

These terms are an agreement between you and Impact Tech, Inc. ("Impact", "we", "us"), 223 E. De La Guerra Street, Santa Barbara, CA 93101, USA, and govern your use of the Geodesix platform.

By creating an account, accepting an invitation, or installing the Geodesix measurement script, you accept these terms. If you are accepting on behalf of a company, you confirm you have authority to bind it, and "you" means that company. If you have signed a separate written agreement with us for Geodesix, that agreement governs where the two conflict.

1. What Geodesix does

Geodesix lets retailers display quotations, called citations, drawn from articles, videos and other content owned by publishers and creators, and measures how those citations perform.

• A retailer displays citations on its own website or uses them in its advertising.
• A publisher or creator owns the content a citation is drawn from. Together we call them content owners.
• A placement is an approved arrangement to display a particular citation. A direct placement appears on a retailer's own pages; a paid ad is used in the retailer's advertising.

2. Accounts

Accounts are created by invitation. Whoever administers your organisation's account decides who may join and what each member can do.

You are responsible for what happens under your account, for keeping credentials confidential, and for removing people who leave. Tell us promptly if you think an account has been compromised.

Keep your account information accurate. A retailer's registered website address in particular determines where its placements can be measured, so an out-of-date address will cause measurement to fail.

3. If you are a content owner

By submitting content or approving a citation, you confirm that you own it or have the rights to license it as described here, that the citation accurately quotes your content and has not been altered in a way that changes its meaning, and that the content is lawful and does not infringe anyone's rights.

You grant us and the relevant retailer a non-exclusive, worldwide, royalty-free licence to display the citation, your name and, where relevant, your logo, in connection with approved placements while those placements are active. You keep every other right in your content.

You may withdraw a citation from future placements at any time. Placements already running will be wound down promptly, and you remain entitled to amounts already earned.

4. If you are a retailer

You must install the measurement script only on the website registered to your account and on pages you control. You must display citations as approved, without changing their wording or their attribution, and you must not present a citation in a way that implies an endorsement the content owner has not given.

You must not interfere with measurement. That means no automated traffic, no repeated loading to inflate counts, and no hiding a placement from view while still rendering it.

5. Measurement

Amounts payable are calculated from the events our platform records. We know your own analytics may differ, and we will look into any discrepancy in good faith, but our records are the basis for invoicing.

We record but do not bill for traffic that appears automated, events reported from a website other than your registered one, and abnormal bursts of activity beyond a reasonable ceiling. Off-site events are kept rather than discarded, so that a copy of your pages appearing elsewhere is something we can demonstrate.

We may change how measurement works to improve accuracy or resist fraud, and will give notice of any change we expect to materially affect what you pay or earn.

If you believe an invoice is wrong, tell us within 30 days of receiving it. After that we will treat it as accepted.

6. Fees and payment

Direct placements are charged per thousand views: the number of times a placement was actually scrolled into view, multiplied by the agreed rate, divided by one thousand.

Paid ads are charged per click, at the agreed rate.

Rates are the standard rate for that placement type unless a specific rate has been agreed with the content owner, in which case that rate applies. Spend is calculated daily and summed for the billing period.

A retailer may set a budget cap and a spend alert on a placement. Both are informational: they help you track spend and can trigger a notification, but they do not limit delivery and do not cap what you owe. A placement keeps running until you pause or remove it, and you remain responsible for the spend it incurs.

We pay content owners monthly for amounts earned in the previous month, once the balance exceeds any applicable minimum. Amounts are exclusive of tax, which you pay in addition where it applies. Invoices are payable within 30 days.

7. Acceptable use

You must not use Geodesix unlawfully; attempt to access anyone else's data; probe or test our security without written permission; interfere with the platform's operation; or use it to display content that is unlawful, defamatory, obscene or infringing.

We may suspend an account immediately if we reasonably believe it is being used to commit fraud, to interfere with measurement, or in a way that threatens the security of the platform or another customer. We will tell you why unless the law prevents us.

8. Intellectual property

We own the Geodesix platform. You own your content and your data. Neither of us gains rights in the other's intellectual property except the licences expressly granted in these terms.

9. Confidentiality

Each of us will protect the other's confidential information with at least reasonable care and use it only as these terms allow. This does not apply to information that is public, independently developed, or that the law requires to be disclosed.

10. Data protection

How we handle personal information is described in the Geodesix Privacy Policy. Where we process personal information on your behalf, we will do so in accordance with your instructions and applicable data protection law, and we will enter into a data processing agreement with you on request.

11. Warranties and disclaimers

We will provide the platform with reasonable skill and care.

Otherwise Geodesix is provided "as is". We do not warrant that it will be uninterrupted or error-free, that measurement will be free of every inaccuracy, or that it will achieve any particular commercial result. To the fullest extent the law allows, we exclude all implied warranties.

12. Limitation of liability

Neither of us excludes liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot lawfully be excluded.

Beyond that, neither of us is liable for indirect or consequential loss, or for lost profits, revenue, goodwill or data. Each party's total liability under these terms is limited to the amounts paid or payable between us in the twelve months before the claim arose.

13. Indemnity

You will cover us against claims arising from your content, from your use of the platform in breach of these terms, or from your infringement of someone else's rights. We will cover you against claims that the Geodesix platform itself infringes a third party's intellectual property rights.

14. Term and termination

These terms apply while you have an account. Either of us may end the agreement on 30 days' written notice. Either of us may end it immediately if the other commits a material breach and has not fixed it within 30 days of being told about it.

When the agreement ends we will deactivate your placements, you remain liable for amounts already incurred, we will pay amounts already earned, and we will make your data available to export for 30 days before deleting it.

15. Changes

We may change these terms. We will post the new version, update the date above, and give account holders reasonable notice by email of any material change. Continuing to use Geodesix after a change takes effect means you accept it.

16. General

These terms, together with the Privacy Policy and any separate written agreement between us, are the whole agreement on this subject. If any part is unenforceable, the rest still applies. Neither of us may transfer the agreement without the other's consent, except to an affiliate or as part of a merger or sale of the business. Nothing here creates a partnership or makes either of us the other's agent.

These terms are governed by the laws of the State of California, and the courts of Santa Barbara County, California have exclusive jurisdiction.

17. Contact

Impact Tech, Inc. 223 E. De La Guerra Street, Santa Barbara, CA 93101, USA legal@impact.com