Terms & Conditions

Effective Date: February 10, 2025 Last Updated: July 14, 2025

These Terms & Conditions (“Terms”) govern your organization’s use of the logistics optimization platform provided by Geologi LLC, including all hardware, software, APIs, dashboards, and support services (collectively, the “System”). By accessing or using the System, you agree to these Terms on behalf of your organization.

1. Parties

These Terms are entered into by and between:

• Geologi LLC, a company organized under the laws of the State of Washington, USA (“Geologi”, “we”, “our”, or “us”)
• The organization or legal entity that has executed an agreement with Geologi or is otherwise using the System (“Client”, “you”, or “your”)

2. Access and Use of the System

Subject to these Terms, Geologi grants the Client a non-exclusive, non-transferable, limited right to access and use the System for its internal logistics and operational purposes. This includes:

• Use of Geologi hardware installed at field locations
• Access to APIs and dashboards
• Integration with approved third-party systems

All use must comply with the technical documentation and user guides provided by Geologi.

3. User Accounts and Authentication

The Client is responsible for:

• Managing access to its user accounts
• Ensuring only authorized personnel use the System
• Keeping API keys and credentials secure

Geologi may suspend or terminate access if misuse, unauthorized access, or security concerns are detected.

4. System Updates and Modifications

Geologi reserves the right to:

• Make updates or improvements to the System (hardware or software)
• Modify, deprecate, or discontinue components of the System
• Perform scheduled or emergency maintenance

We will use reasonable efforts to minimize disruptions to field operations and provide notice of material changes where possible.

5. Data Ownership and Usage

5.1 Client Data

All logistics data generated by the Client's use of the System, including but not limited to tag reads, event timestamps, device IDs, and site identifiers (“Client Data”), remains the sole property of the Client.

5.2 Geologi’s Use of Data

Geologi may process Client Data for the purposes of:

• Operating and maintaining the System
• Providing support and diagnostics
• Generating system-wide analytics in anonymized or aggregated form

Geologi will not share identifiable Client Data with third parties except as required to provide services or comply with legal obligations.

5.3 Use of Data to Improve the System

Client agrees that Geologi may use Client Data, in aggregated and/or anonymized form, to train, validate, and improve proprietary machine learning models, algorithms, and system features. These improvements may support functionality such as scheduling optimization, predictive analytics, anomaly detection, and logistics forecasting.

Geologi will not disclose Client-identifiable data to third parties or use such data to develop models for competing services. All such processing will comply with applicable data protection laws and Geologi’s contractual obligations.

6. Intellectual Property

All intellectual property rights in the System—including firmware, APIs, analytics algorithms, and documentation—are and remain the exclusive property of Geologi or its licensors. These Terms do not transfer any ownership rights to the Client.

• Reverse engineer or decompile hardware or software
• Modify firmware or bypass authentication layers
• Use the System to build a competing product or service

7. Fees and Payment

Fees for hardware, services, and usage-based charges (if applicable) are set forth in the applicable agreement or quote. Unless otherwise agreed:

• All invoices are due within 30 days of receipt
• Late payments may incur interest charges
• Non-payment may result in service suspension

8. Warranties and Disclaimers

Geologi warrants that the System will function substantially in accordance with the applicable documentation during the term of your agreement.

Except as explicitly stated:

• The System is provided “as is” and “as available”
• Geologi does not guarantee uninterrupted availability or error-free performance
• Geologi is not responsible for delays or failures caused by third-party networks, power outages, or environmental conditions

9. Limitation of Liability

To the maximum extent permitted by law:

• Geologi shall not be liable for indirect, incidental, consequential, or punitive damages
• Our aggregate liability under these Terms shall not exceed the total fees paid by the Client in the 12 months preceding the claim

10. Confidentiality

Both parties agree to treat all non-public technical, business, or operational information exchanged under these Terms as confidential. This includes data schemas, system configurations, and network diagrams.

11. Termination

Either party may terminate the agreement:

• For convenience with 30 days’ written notice, if permitted under the contract
• For material breach, with notice and reasonable cure period
• Immediately if required to comply with law or to prevent harm

Upon termination:

• Client must cease use of the System
• Geologi will provide a copy of Client Data upon request, subject to reasonable technical limitations

12. Governing Law and Disputes

These Terms shall be governed by and interpreted under the laws of the State of Washington, without regard to conflict of law principles.

Any disputes arising out of or in connection with these Terms shall be resolved:

• First, through good faith negotiations between the parties
• If unresolved, through arbitration or a court of competent jurisdiction in Washington State

13. Miscellaneous

• These Terms, together with any signed agreements, constitute the entire agreement between the parties with respect to the System
• If any provision is found unenforceable, the remaining provisions shall remain in effect
• No waiver of rights shall be implied by any delay or failure to enforce

14. Contact

For questions regarding these Terms, please contact:

Geologi LLC Email: support@geologi.io