Terms of Use

1. Introduction

When you develop on our platform you are entering into a legal agreement and you agree to all of these terms.

1.1 About Us and These API Terms of Use

You agree that by developing against the Geronimo Solutions API, you are agreeing to enter into a legally binding contract with Geronimo Solutions Corporation 11539 Park Woods Circle, Unit 106, Alpharetta GA 30005, USA. (“we,” “us,” “our,” and “Geronimo Solutions”).

By registering a software application, website, or product or service you offer (an “Application”) with Geronimo Solutions API (the “API”), you acknowledge that you have understood and agree to be bound by these Geronimo Solutions API Terms of Use (the “Terms”).

If you are developing on our platform on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an Application on behalf of that entity and bind it to these Terms. If you are not authorized, you may not accept the Terms or register an Application for someone else.

1.2 Scope and Intent

These Terms govern your use of our API. If you have executed another agreement with us related to your use of our API, then those terms would control your use of our API.

Geronimo Solutions makes our API available to developers as follows:

(1) “Affiliate Program” where you can develop Applications using our API that is available to you immediately upon contacting us for an API key and have agreed to these Terms;

These Terms shall apply to any use of our API endpoints unless you have executed a separate signed partnership agreement, in which case that agreement shall apply (“Affiliate Program”).

As used in these Terms, “API” means programmatic web API, software and other functionality and their associated tools and documentation that Geronimo Solutions makes available via our API or via direct communications with our engineers.

1.3 Developer Documentation

Your use of our API and display of Content in your Application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the API or otherwise made available to you (together, the “Developer Documentation”, which are expressly incorporated into these Terms by reference). “Content” means any data or content from our Services or accessed via the API or Geronimo Solutions Servers. “Services” includes content and capabilities available on geronimo.com, travelpledge.com (including Private Label sites), onespare.com (and related sites), Geronimo Solutions-branded apps, and other Geronimo Solutions-related sites, apps, communications and services and technology related thereto.

In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.

You may use the API if your Application follows these Terms, the Developer Documentation, and is designed to help Geronimo Solutions Users or Non-Profit Organizations be more productive and successful.

1.4 API Affiliate Program Eligibility Criteria

In addition to your compliance with the other requirements and obligations set forth in these Terms, you may use the Geronimo API and display Content retrieved via the API in your Application if:

  • you are developing an Application designed to help Geronimo, TravelPledge, or OneSpare registered users be productive and successful in support of Non-Profit organizations across the web.
  • your Application DOES NOT make more than 10,000 daily calls to the API.
  • your Application DOES NOT rely on access to the API as a fundamental aspect of your business (e.g. Your Application will not function in the absence of the API).
  • your Application DOES NOT target current or potential customers of Geronimo Solutions engaging in activities related to those products outside of the your Application’s integration with Geronimo Solutions.

2. Access to the API

2.1 Registration

To begin using the API, you must first register with Geronimo Solutions, and then provide basic details about how your Application will interact with the API. The information that you provide to Geronimo Solutions during registration must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.

You agree that we can use, store, and share information submitted by you to Geronimo Solutions in connection with your Application to contact you, for attribution purposes, handling inquiries from our users or potential users about your Application, for other purposes under these Terms (for example, we may email you with updates regarding the updates to the API), and as otherwise permitted in our Privacy Policy. You acknowledge that if you share the contact information of your employees or independent contractors with us, we may contact them in accordance with these Terms.

2.2 Access Credentials

Once you have successfully registered and met the other requirements for the API, you will be given Access Credentials for your Application. “Access Credentials” means the necessary security keys, and other credentials to access the API. The Access Credentials enable us to associate your API activity with your Application and the Geronimo Solutions Users or Non-Profit Organizations using it. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors in accordance with Section 3.1 below. Do not try to circumvent them and do not require your users to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent call limits).

2.3 Test Environment

Geronimo Solutions will provide a test environment for your use while developing your Application and integrating with our API. The test environment is subject to the same limitations as defined by these Terms. You should not connect a production instance of your application to the Geronimo Solutions Test Environment. All data transmitted into the Test Environment should be test data and, where possible, should not be representative of actual people, companies, or organizations. Geronimo Solutions is not responsible for any data transmitted by your application into our Test Environment.

2.4 API License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with Section 3.1), non-transferable, non-assignable license under Geronimo Solutions’ intellectual property rights during the Duration (as defined in Section 11.1, below) (a) to use the API to develop, test, operate and support your Application; (b) to distribute or allow access to your integration of the API within your Application to end users of your Application; and (c) to display the Content accessed through the API within your Application.

3. Use of API and Geronimo Solutions Content

3.1 General Restrictions

In addition to the other terms and conditions in these Terms, except as expressly set forth herein, you agree not to do the following:

  • Implement features or business practices, or use the API or Content in a way, that may harm the Geronimo Solutions or any of its users;
  • Disclose or provide the API or Access Credentials to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of Geronimo Solutions’ rights as this Agreement, and (2) you hereby agree to be responsible for, and liable to Geronimo Solutions for, any breaches of such agreements by such employees or independent contractors;
  • Request or publish information impersonating a Geronimo Solutions user or organization, misrepresent any user or other third party in requesting information;
  • Use the API or Content for any illegal purposes, or in any manner which would violate these Terms, or breach any laws or regulations regarding privacy or data protection, or violate the rights of third parties or expose Geronimo Solutions or its users to legal liability;
  • Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including, but not limited to, the API, the Developer Documentation, and the Content;
  • Obtain, display or use more Content than is minimally required by the Application;
  • Sell, lease, share (with the exception of making the Content available to users through the Application), transfer, sublicense or otherwise make available any Content, directly or indirectly, to any third party without express approval from Geronimo Solutions;
  • Use the Content for any other purpose other than to allow your users to use the Content in your Application;
  • Use any API in any manner that, as determined by Geronimo Solutions in its reasonable discretion, constitutes abusive usage;
  • Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of any API;
  • Obfuscate or hide your deployment or use of any Geronimo Solutions sign-in functionality, consent or authorization flows from your users;
  • Provide functionality that proxies, requests or collects Geronimo Solutions usernames or passwords;
  • Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Content, Services, Geronimo Solutions Brand Features or other information or service from Geronimo Solutions, through automated or other means;
  • Try to exceed or circumvent limitations on API calls and use. This includes creating multiple Applications for identical, or largely similar, usage;
  • Combine any Content with any other Geronimo Solutions content (including content obtained through scraping, crawling, spidering or any other technology or software used to access Geronimo Solutions content). This includes acquiring such Geronimo Solutions content from third parties;
  • Access, store, display, or facilitate the transfer of any Geronimo Solutions content obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access Geronimo Solutions content outside the API (such content, collectively, “Non-Official Content”). This restriction applies (1) whether the Non-Official Content was obtained directly or indirectly through a third party, such as a customer or third party developer, and (2) whether or not the Non-Official Content is stored or displayed in the Application or some other resource, product or service.

3.2 Excluded Uses of the API

In addition to the other terms and conditions in these Terms, you must never do any of the following under these Terms:

  • Use the API in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation; or
  • Use the API to retrieve Content that is then aggregated with third party data in such a way that an end user cannot attribute the Content to Geronimo Solutions (i.e., aggregated search results).

4. Use of Content

4.1 No Storing Any Content

You must not capture, copy or store any Content or any information expressed by the Content (such as hashed or transformed data), except to the extent permitted by these Terms.

You must store all Content in a manner which enables you to identify, segregate and selectively delete such Content. The Content must not be stored in a data repository that would enable any third party access (other than the customer or Member to which it relates).

4.2 Caching Content for Performance

Solely to improve your Application’s performance, you may cache the Content for up to 24 hours from a request for that Content through the API before either deleting or refreshing the data..

You may store organization data for the duration of your relationship with that organization or when these Terms end.

You may store event data for the duration of your relationship with the associated organization or when these Terms end.

4.3 Displaying Content

All Content retrieved from the API must be displayed as delivered without any modifications.

Images provided as part of the Content may be cropped as required for display in your Application. When cropping images, best effort must be made to retain as much of the original image as possible.

Details about Certificates provided as part of the Content, to include: titles, descriptions, marketing information, redemption information, and restrictions; must not be altered in any way and should be presented to users of your Application

If your Application includes a “Marketplace”, meaning a mechanism that allows users of your Application to browse Content from the API, you agree to do the following:

  • Cache Content locally (4.2) so your Application is not fundamentally dependant on the API (1.4). Content displayed in the Marketplace should reside on the Application server and should not be pulled from the API on each load.
  • Refresh Content at least once every 24 hours.
  • Provide users of your application the ability to sort Content (for example marketing headline, location or value).
  • If provided as part of the content, your Application must display the logo of the Content Provider alongside the associated Content. The Provider logo can be resized, but otherwise is not allowed to be modified in any manner.

4.4 Delete at Request

You must immediately delete all Content collected through the API about a particular Geronimo Solutions user or organization, upon request by that user or organization, or when the user closes their account.

The restrictions of this Section do not apply to data that Users or Non-Profit Organizations provide directly to you and that is separately entered or uploaded to you by the user of your Application.

4.5 Delete for Breach

You must immediately delete all Content if we terminate your use of the API for breach of these Terms, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.

5. Don't Harm or Trick Geronimo Solutions Users or Non-Profit Organizations

5.1 Your User Agreement and Privacy Policy

Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where Geronimo Solutions Users or Non-Profit Organizations download or access your Application. Your privacy practices must meet applicable legal standards and accurately disclose the collection, use, storage and sharing of data.

You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Geronimo Solutions Users or Non-Profit Organizations. Your privacy policy must be at least as stringent and user-friendly as Geronimo Solutions’.

6. Brand Use

6.1 Brand Features License and Publicity Rights

Subject to these Terms, we grant you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Duration to display Our Brand Features within the Application and to accurately promote or advertise your integration of the API in your Application. “Our Brand Features” means any trade names, trademarks, service marks, logos and domain names that Geronimo Solutions makes available to you.

You agree not to display Our Brand Features (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement or (b) in any way that is misleading, implies that your Application is approved, created or endorsed by Geronimo Solutions (or otherwise embellishing your relationship with Geronimo Solutions) or in a way that is otherwise objectionable to Geronimo Solutions in its sole discretion. If you are planning any formal, proactive press outreach, you will submit the content (press release, blog post, etc.) to us for prior written approval (email acceptable). Any good will in Our Brand Features resulting from your use will inure solely to Geronimo Solutions.

You grant us a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Duration to display your trade names, trademarks, service marks, logos and domain names (collectively, “Your Brand Features”) to promote or advertise your use of the API in your Application. Any good will in Your Brand Features resulting from our use will inure solely to you.

We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the API and/or user of the Content. We may also publish your name and logo (with or without a link to your Application) on our Services, in press releases, and in promotional materials without additional consent or notice to you.

7. Safety and Abuse

7.1 Security Measures

You must notify Geronimo Solutions of any security incident that may affect Geronimo Solutions or its Geronimo Solutions Users or Non-Profit Organizations and you will work with Geronimo Solutions to remediate any security incident.

  • Requirement for Security Measures. Your network, operating system and the software of your web servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application and process Content.
  • Security Breach. You must promptly report any security deficiencies in, or intrusions to, your Systems that you discover (or are reported publicly or to you) to Geronimo Solutions in writing via email to info@geronimo.com or subsequent contact information posted on the API if such intrusions could reasonably be expected to affect the Content, Geronimo Solutions or its Geronimo Solutions Users or Non-Profit Organizations in any way. You will work with Geronimo Solutions to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. In the event of any security deficiency or intrusion involving the Application, API or Content, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Geronimo Solutions in each instance.

We may restrict access to the API or perform an audit of your Application if you fail to provide adequate information and materials to verify your compliance with these Terms.

7.2 Monitoring

You will provide us with at least one full-feature client account-level instances to access your Application (and/or other materials relating to your use of the API and/or the Content) as reasonably requested by us to verify your compliance with these Terms (including, in particular, your security and privacy obligations under these Terms).

You also agree to assist Geronimo Solutions in verifying your compliance with these Terms by providing us with information about your Application and storage of Content, which may include access to your Application and other materials or Systems related to your use of the API. If you do not demonstrate full compliance with these Terms, as determined in our sole discretion, we may restrict or terminate your access to the API.

You acknowledge that Geronimo Solutions may monitor any API activity from its own systems for the purpose of ensuring quality, improving Geronimo Solutions products and Services, and ensuring compliance with these Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from Geronimo Solutions your API activity. Geronimo Solutions may use any technical means to overcome such interference.

8. Rights Geronimo Solutions Reserves

8.1 Support and Updates

We may provide you with support for the API in our sole discretion and we may stop providing support to you at any time without notice or liability to you. We are not obliged to provide any training, support or technical assistance for the Application, the Content, or the API directly to your Application users and you agree to communicate to your Application users that you (and not Geronimo Solutions) are responsible for any such support.

We may modify or release subsequent versions of the API and require that you use those subsequent versions. Unless we release a new version of the API for security or legal reasons, you will have a reasonable amount of notice (as determined by us), to migrate to subsequent versions of the API. You acknowledge that once Geronimo Solutions releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Your continued use of the API following a subsequent release will be deemed your acceptance of modifications.

8.2 Costs and Fees

The API are currently provided for free, but Geronimo Solutions reserves the right to charge for the API in the future. If we do charge a fee for use of the API or any developer tools and features, you do not have any obligation to continue to use the API.

Each party will bear its own costs and expenses in performing its obligations under these Terms.

You may not charge your Application users incremental fees for access to our Content or API.

8.3 Independent Development

Each party acknowledges that the other party may be independently creating applications, content and other products or services that may be similar to or competitive with those of the other party and nothing in these Terms will be construed as restricting or preventing each party from creating and fully exploiting such applications, content and other items, without any obligations to the other party.

9. Ownership

We own the API, Content, Services and brand

You own your Application and brand.

9.1 All Rights Reserved

As between the parties, we own all rights, title, and interest in and to the (a) API, and all elements, components, and executables of the API, (b) Content; (c) Services; and (d) Our Brand Features (clauses (a)-(d) collectively, the “Geronimo Solutions Materials”), and, subject to the foregoing, you own all rights, title, and interest in and to the Application and Your Brand Features. Except to the limited extent expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party under these Terms. All rights not expressly granted in these Terms are withheld.

9.2 License to Your Application

For the Duration you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and answering inquiries; (b) link to and direct Geronimo Solutions Users or Non-Profit Organizations to your Application; and (c) sublicense the foregoing rights to Geronimo Solutions Affiliates (as defined in Section 12.3 below).

9.3 Feedback

Either party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other party related to the other party’s products and services (”Feedback”). Feedback is provided on an “as is” basis with no warranties of any kind and the receiving party will have a royalty-free, worldwide, sublicensable, transferable, non-exclusive, perpetual and irrevocable right and license to use Feedback. Each party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.

10. Follow the Law and These Terms

10.1 Legal Compliance

You represent and warrant to Geronimo Solutions that: (a) you have the right to use, reproduce, transmit, publicly display, publicly perform, and distribute your Application (excluding Geronimo Solutions Materials); (b) use of your Application by Geronimo Solutions and its Geronimo Solutions Users or Non-Profit Organizations in accordance with the Application’s terms of use will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws; and (c) you will comply with all applicable local, state, federal, and foreign laws, including, without limitation, any laws or regulations relating to privacy and data protection in connection with its performance under these Terms

10.2 Compliance with and Amendments to These Terms

You must comply with these Terms in order to use the API. The most current version of these Terms can be reviewed on the API.

We reserve the right to modify, supplement, or replace any provisions of these Terms, effective prospectively upon posting on the API or otherwise notifying you. For example, we may present a notification on the API when we have amended these Terms so that you may access and review the changes prior to your continued use of the API. If you do not want to agree to changes to these Terms, you can terminate these Terms at any time in accordance with Section 11

11. Term and Termination

11.1 Duration of Terms

The duration of these Terms (the “Duration”) will be from the date upon which you agree to these Terms and will continue until terminated as set forth below.

11.2 Your Termination Rights

You may terminate these Terms by discontinuing use of our API.

11.3 Suspension; Termination

We may suspend or terminate your use of all or any of the API or Content at any time if we believe you have violated these Terms, or, in our sole discretion, we believe the availability of the API in your Application is not in our or our Users or Non-Profit Organizations’ best interests.

We may discontinue the availability of some or all of the API or any Content at any time for any reason. We shall provide you with 30 days notice unless we discontinue such availability to protect the security or integrity of the API and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation.

We may also impose limits on certain features and services or restrict your access to some or all of the API, Content or our Services. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in these Terms may be exercised without prior notice or liability to you.

11.4 Termination for Cause

Either party may terminate these Terms: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of these Terms by the other party, if such breach is not cured within 10 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.

11.5 Effect of Termination

Upon termination of these Terms:

  • all licenses granted under these Terms will terminate immediately;
  • upon request, each party will promptly return to the other party or delete all tangible embodiments of confidential information of such party in its possession, custody or control;
  • you will comply with the requirements to delete stored Content; and
  • Geronimo Solutions will make commercially reasonable efforts to remove all references and links to your Application from the Services (Geronimo Solutions has no other obligation to delete copies of, references to, or links to your Application).

Notwithstanding the above, each party may retain a copy of these Terms and such other confidential information of the other party as reasonably required for legal and auditing purposes. Geronimo Solutions may request that you certify in writing your compliance with this Section.

11.6 Survival

The following sections of this Agreement shall survive any termination, Sections 3 (“Use of the API and Geronimo Solutions Content”), 4.4 (“Delete at Request”), 4.5 (“Delete for Breach”), 5 (“Don’t Harm or Trick Geronimo Solutions Users or Non-Profit Organizations”), 6 (“Brand Use”), 7 (“Safety and Abuse”), 8.3 (“Independent Development”), 9 (“Ownership”), 10 (“Follow the Law and These Terms”), 11.5 (“Effect of Termination”), 11.6 (“Survival”), 12 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 13 (“Dispute Resolution”) and 14 (“General Terms”).

12. Disclaimer of Warranties; Limitation of Liability; Indemnity

12.1 Applicability of Disclaimer and Limitation

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED TERMS OR EXCLUSIONS OF LIABILITY AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

12.2 Disclaimer of Warranties

WE PROVIDE THE GERONIMO SOLUTIONS MATERIALS AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE GERONIMO SOLUTIONS MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE GERONIMO SOLUTIONS MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE GERONIMO SOLUTIONS MATERIALS TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE GERONIMO SOLUTIONS MATERIALS WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. GERONIMO SOLUTIONS DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY.

12.3 Limitation of Liability

NEITHER GERONIMO SOLUTIONS NOR ANY OF OUR SUBSIDIARIES, OR AFFILIATED COMPANIES (EACH A "GERONIMO SOLUTIONS AFFILIATE"), AND OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS, SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF GERONIMO SOLUTIONS MATERIALS ACCESSED THROUGH OR DOWNLOADED FROM GERONIMO SOLUTIONS; OR (B) ANY LIABILITY OR DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000). THIS LIMITATION OF LIABILITY SHALL:

  1. APPLY REGARDLESS OF WHETHER (A) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (B) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (C) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND
  2. NOT APPLY TO ANY DAMAGE THAT GERONIMO SOLUTIONS MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THESE TERMS OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THESE TERMS.

12.4 Your Indemnification Obligations

You will defend, hold harmless, and indemnify Geronimo Solutions and the Geronimo Solutions Affiliates (and our and their respective employees, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (a) your breach of your obligations herein; or (b) the violation of any copyright, trademark, service mark, trade secret or patent by the Application, Feedback or Your Brand Features.

13. Dispute Resolution

13.1 Law and Forum for Legal Disputes

These Terms and any claim, cause of action or dispute (“Claim”) arising out of or related to these Terms shall be governed as follows.

For all, including those who live outside of the United States, the laws of the state of Georgia, USA, excluding its conflict of laws rules and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, shall exclusively govern any dispute relating to these Terms, except that the U.S. Federal Arbitration Act governs everything related to arbitration. All Claims (except those brought in arbitration and small claims court) can be litigated only in the federal or state courts in Fulton County, Georgia, USA, and we each agree to personal jurisdiction in those courts.

Notwithstanding the above, you agree that Geronimo Solutions shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys' fees and costs incurred.

13.2 Arbitration Option

For any Claim (excluding claims for injunctive or other equitable relief) arising out of or related to these Terms, where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the Claim in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties.

The ADR provider and the parties must comply with the following rules:

  • the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
  • the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
  • any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

14. General Terms

14.1 Severability

If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of these Terms will not be affected in any way.

14.2 Language

Where Geronimo Solutions has provided you with a translation of the English language version of these Terms or any document referenced in these Terms, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.

14.3 Notices and Service of Process

We may notify you via postings on the API or via the email address associated with your Affiliate account. Geronimo Solutions accepts service of process at this address: Geronimo Solutions LLC 11539 Park Woods Circle, Unit 106 Alpharetta GA 30005 USA. Any notices that you provide without compliance with this Section shall have no legal effect.

14.4 Entire Agreement

These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and Geronimo Solutions regarding the subject matter of these Terms and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.

14.5 No Injunctive Relief

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the developer platform or any API, Content or other material used or displayed through the Geronimo Solutions developer platform.

14.6 Beneficiaries

Entities other than Geronimo Solutions Corporation and Geronimo Solutions Ireland Unlimited Company that Geronimo Solutions Corporation owns a 50% or greater interest in are not parties, but intended third party beneficiaries of these Terms, with a right to enforce these Terms directly against you.

14.7 Assignment and Delegation

You may not, without Geronimo Solutions’ prior written consent, assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.

14.8 Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

14.9 No Partnership

Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

14.10 How to Contact Us

If you have questions or comments about these Geronimo Solutions API Terms of Use, please contact us via email or by physical mail at:

Geronimo Solutions Corporation Attn: API Terms of Use Issues 11539 Park Woods Circle, Unit 106 Alpharetta GA 30005 USA