Last updated: 12/6/2019

Please carefully read these Terms and Conditions (“Terms”, “Terms and Conditions”) prior to using the GeoToll mobile application (the “Service”) which is operated by GeoToll, Inc. (“GeoToll”). By accessing or using the Service, you (the “User”) agree to be bound by these Terms. These Terms govern your rights and obligations regarding the use of GeoToll’s Software (“Software”) and Service on the Internet or in cellular media. Your access to and use of the Service is conditioned upon your acceptance and compliance with these Terms and GeoToll’s Privacy Policy. If you do not agree with any part of the Terms, then you are prohibited and must refrain from using the Software and Service. You also agree to resolve any disputes through binding arbitration as further explained below.

These Terms and Conditions are an agreement (the “Agreement”) that you are entering into with GeoToll. By entering into this Agreement, and/or by using the Service, you expressly acknowledge that you understand this Agreement and accept all of its terms. To activate the Service, you must first register with GeoToll and provide the registration information that is required, including but not limited to, your name, mailing address, phone number, credit and/or debit account information, billing address, vehicle information, license plate number and image of license plate. Once you have entered all required information, GeoToll will notify you when your registration has been accepted and the Service has been activated. GeoToll will enter into agreements with third party toll agencies (“Toll Agencies”). GeoToll will post to the GeoToll Website and the Service, all Toll Agencies that participate and accept the GeoToll payment Service. You may then use the Service as a payment method on toll lanes of participating Toll Agencies. These Toll Agencies are not a party to this Agreement, nor are their officers, managers, employees, representatives or agents. Each User may only create one account, and GeoToll reserves the right to shut down any additional accounts. GeoToll reserves the right to reject any application to use the Service. Payment for tolls for use of GeoToll on nonparticipating Toll Agencies will be the responsibility of the User.

You expressly authorize GeoToll to provide the Toll Agencies with your information (“Customer Information”) to the extent necessary to be able to provide the Service. Customer Information includes, but may not be limited to, your name, the license plate number(s) and image(s) associated with your account, the toll payment amount that is being paid via your account, and the location where your toll was paid using your account. The Toll Agencies shall have the right to maintain Customer Information to the extent permitted by law.

These Terms and this Agreement shall not be construed as constituting the formation of a partnership, joint venture or agent-principal relationship, or to create any other form of legal association between GeoToll and you that would impose liability upon one party for the act or failure of the other party, except as otherwise expressly noted herein. GeoToll grants you a non-exclusive, time-limited, non-transferable, non-sublicensable, revocable license to use the Service and the Software for non-commercial purposes, subject to these Terms.

By submitting your payment and Customer Information to GeoToll, you grant GeoToll the right to provide the information to third party services, subject to GeoToll’s Privacy Policy, for the purpose of making payments and completing purchases. By using the Service, you represent and warrant that you have the legal right to use any credit card(s) and/or other payment method(s) that you have registered in connection with any toll transaction using the Service and that the information you supply to GeoToll is true, accurate and complete.  GeoToll may refuse or cancel a toll transaction by you at any time and for any reason. The User’s GeoToll account balance must be kept in good standing with a positive account balance to avoid interruptions in electronic toll payments.

GeoToll reserves the right to make changes and to update the Software and offerings to the Service at any time and without prior notice. GeoToll will make an effort to inform users of changes and updates to the Service via text message, emails and/or messages on the mobile application. In order to access the Service, you will need to use your mobile device’s mobile data network. It is your responsibility to obtain and maintain the data network access necessary to use the Service. You may be subject to your mobile network’s data and messaging rates and fees to access or use the Service from a wireless enabled device. GeoToll does not guarantee that the Service will function on any particular hardware or devices. You may access GeoToll’s website, GeoToll.com, for information on which devices are compatible with the Service.

Reconciliation of Toll Fees with Tolling Agency

Toll fees incurred while you are using the Service establish an obligation to pay the fee: GeoToll owes the Toll agency and you, the consumer, owe GeoToll. You are responsible for any toll payments when using the Service and/or toll fees and violations when the Service is not in use or your account is not funded. If a dispute arises regarding payment of tolls that resulted from the use of the Service, then it must be resolved between GeoToll and you. Please contact GeoToll as instructed – do not contact the tolling agency. The Toll Agencies shall not be a party to such a dispute. High-occupancy vehicle (“HOV”) lane discounted tolls that are charged to the User account after the vehicle has driven in the HOV lanes will be confirmed with the toll agency within a reconciliation period as applicable with regard to the relevant Tolling Agencies. Regular tolls will also be subject to reconciliation period as applicable with the respective tolling agencies to confirm the tolling fees. Use of Express Lanes, which are dynamically priced and change based on the amount of traffic in the lanes, will result in a toll charge based on the toll amount displayed by the toll agency prior to entering the Express Lane. The displayed and applicable toll amount will be confirmed by GeoToll with the toll agency within a reconciliation period. At the end of this reconciliation period, a full toll charge may be assessed if it is confirmed that the user vehicle did not actually travel through the HOV lane or the user vehicle did not actually have the requisite number of occupants to qualify for the discounted toll fee in the HOV lane. This reconciliation period will also be applicable in regard to other possible discrepancies in the GeoToll bill when compared to the records of the Toll Agency’s billing charges, including but not limited to express lane usage and the license plate on your vehicle, for example. GeoToll strives to ensure charges are accurately recorded, however you accept that reconciliation with Toll Agencies may confirm that a higher payment amount is due for a toll transaction. In such cases, GeoToll maintains the right to make adjustments, without notice, where evidence is provided that the adjustment is appropriate. Such adjustments will be posted in detail in the user’s payment history on the Service. It is your responsibility to review your account and confirm accuracy for any billing updates and potential discrepancies regarding toll transactions and to notify GeoToll, as necessary.

Convenience Fee

A convenience fee may be assessed for the use of special features offered by the Service, such as Split Charge, Trip Calculator and Rental Vehicles. These charges will be further enumerated in the Service.

Warning Notice

Always operate your vehicle in a safe manner, in conformance with all local, state and federal laws, and do not become distracted by your mobile phone while driving. Always be aware of all driving conditions. GeoToll has designed the Service to eliminate distracted driving by allowing you to enter the number of occupants, use the trip calculator, and choose your route prior to commencing driving. You must obey all posted speed limits in, while approaching, and exiting from toll lanes and comply with all other local, state and federal traffic laws. Failure to comply with this Agreement may result in the suspension, revocation, and/or termination of your ability to use the Service. GeoToll shall not be liable for any damages or liabilities to any person or property relating to your use of your mobile phone or other mobile communication device while driving. You acknowledge your responsibility under this Agreement, and you further agree to comply with all applicable traffic laws while using toll roads, bridges and tunnels. Under no circumstances should you drive through a GeoToll enabled toll lane at a speed greater than posted by the applicable governmental authorities.

Creating an Account and Using the Service

By creating an account with GeoToll, you guarantee that you are of the legal age required to hold a valid driving license issued by a state Department of Motor Vehicles and that all the information you provide GeoToll is complete, correct and current at all times. It is your responsibility to maintain the confidentiality of your account information and password. In accordance with the Privacy Policy, you accept that by providing your e-mail and mobile phone number, you consent to receive information from GeoToll, its consultants, agents and/or the Toll Agencies via e-mail or text messages. By using the Service, you agree to accept responsibility for any and all activities or actions which occur via your account and/or password.

Unauthorized Use, Lost, Stolen or New Mobile Phone and Plates

You have a duty to notify GeoToll immediately upon becoming aware of any breach of security or unauthorized use of your account. You must also notify GeoToll if you lose the mobile phone that is registered with the Service, if you change or lose the license plate that was registered with the Service, or if a vehicle registered to a GeoToll account is sold or stolen so that your mobile phone, license plate, and/or vehicle can be deactivated from the Service. Until GeoToll receives such notice, you will be liable for any incurred toll violations, fees, traffic citations and/or charges that may be charged to your account. Your failure to inform GeoToll of the current registration and/or license plate number on the vehicle prior to using any toll facility will result in a breach of this Agreement and may result in the issuance of a traffic citation depending on the applicable laws where the violation occurred.

Current Toll Transponders in Use

To use the Service and for accurate billing purposes, you must remove any other tolling transponder devices from the windshield of your vehicle prior to using the Service. GeoToll will not be responsible to the customer for double billing which may occur by using the Service while operating a vehicle with another tolling transponder on or near the customer’s vehicle windshield. You and/or the registered owner of the vehicle used at the participating toll facility are responsible and liable for any unpaid toll or citation issued as a result of the Service on your mobile device not being read by the receiving equipment in any toll facility. You shall not use this Agreement as a defense to a toll violation if the Service on your mobile device is not read by the receiving Toll Agency equipment, unless the supplemental lane transactions show a problem with the receiver in the lane at the time of the alleged violation. Defective or malfunctioning mobile devices or the user not properly mounting or locating the mobile device in the vehicle do not relieve the user and/or registered owner of the motor vehicle involved in an unpaid toll from liability for payment of the toll or a citation under applicable laws where the violation occurred.

You agree to position your mobile phone in the front passenger area of the vehicle, in the line of site of the toll gantry, and to keep the mobile phone turned on during all toll road travel. Not properly positioning the mobile device with the Service activated may result in the Service being denied for electronic payment, resulting in unpaid tolls. Unpaid tolls may result in higher toll fees or possibly the issuance of traffic citations under the applicable laws where the violation occurred. You are responsible for all unpaid tolls. When using a Tolling Agency ticket system at a point of exit, and no point of entry was registered by the Service, you accept that GeoToll will assume the entry point based on your travel pattern(s) and calculate the toll charge accordingly, up to and including the maximum toll amount for the ticket system. If you pay cash at a toll facility while the Service is turned on in the vehicle, you may be double billed. GeoToll will not credit your account for duplicate activity when paying with cash unless valid cash receipts are provided to GeoToll within 30 days of the original transaction. The amount of the credit will be at the rate GeoToll would have charged you for the toll. Cash receipts may not be available at all tolling locations or times of day. No credit or refund will be due if one or more tolls are paid at a location or at a time of day for which cash receipts are not available.

Payments

The Payments screen allows you to manage payment methods and to view your Account Balance. This is where you can add personal and/or business credit/debit card information, including the card number, expiration date, CVC, and zip code. The Payments screen also includes a link to Payment History which lists the Transactions, Payments and Balance regarding your account. From the Payments screen you may also choose the specific payment type you want to use. You accept responsibility to maintain a sufficient balance in your account at all times to cover applicable tolls and other charges. Should your account balance be insufficient to cover toll charges, you will have three days (36 hours) from the toll transaction date and time, to add funds to your account to cover the toll fee(s). Failure to replenish your account within the allotted time will result in a charge for the maximum toll fee charged by the agency plus an insufficient funds fee of $10.00.

You accept and agree that no interest, or any other earnings on funds deposited, shall ever be paid or due to you on payments you made to your account to use the Service. You shall immediately inform GeoToll of any changes to the information regarding your account, including without limitation, credit or debit card number and expiration date, ACH information, bank draft information, payment method, name or address changes, and vehicle information changes (make/model, license plate information) for all vehicles connected to the Service. Failure to add a vehicle license plate to the account before you incur toll fees will result in an administrative fee of $10.00 in addition to the maximum toll fees charged by the tolling agency. Please refer to the respective Tolling Agencies for details on methods of payment and for their own Terms for using their tolls.

Account Payment Types:

  1. Pay-As-You-Go is a payment option designed for infrequent toll road users, in which you may make one-time payments to GeoToll as you use the Service. Simply drive your registered vehicle on a toll road with the Service on and GeoToll will debit your account for the toll fee plus a convenience fee. There is a convenience fee for each payment made under the Pay-As-You-Go payment option. To save you money, GeoToll prices the convenience fee below the toll agency’s pay by plate rate. Toll trips where you have enabled the Service and your payment method fails to pay GeoToll, you will be responsible for the full toll charge by the agency plus an insufficient funds charge of $10.00 to GeoToll. This fee may be waived if you elect to open a Geo-Pay pre-funded account, see below.
  2.  Geo-Pay is a payment option designed for frequent toll road users, in which you authorize an initial payment of $25.00 to fund your toll payment account. Once your initial prefunded payment of $25.00 reaches $5.00, additional funds will be debited automatically from your payment source.  Future replenishment amounts debited to your payment source will be the average monthly toll fees you have paid over the last 60 days.  You may elect to establish your own pre-set replenishment amount, but you accept responsibility for replenishing your account in a manner that ensures a sufficient balance is maintained at all times. A credit card is considered in good standing if it belongs to an active, non-expired account having sufficient credit available. Your failure to maintain a credit or debit card account in good standing that is linked to the Service’s Geo-Pay will result in insufficient funds charges of $10.00, and may result in the termination of your account and an interruption in electronic payments using the Service. Termination of your account may result in the issuance of traffic citations, referral of unpaid balances to a collection agency, and potential additional fees or fines in accordance with the toll agency’s business rules. You agree that GeoToll may automatically update the credit card information listed in your account, such as new account numbers and expiration dates, if received from your financial institution.

Additional Fees

By establishing an account with GeoToll, you are a customer of GeoToll with GeoToll responsible for the toll fees incurred by your registered vehicle(s).  A fee of $10.00 will be charged to you if your account balance reaches a negative balance dollar amount – toll trips taken when your account balance is insufficient to cover the tolls and the payment source fails to make payment to GeoToll. You will have 36 hours from the time of the toll trip which causes a negative balance dollar amount to go online and replenish your account and avoid the negative balance, insufficient funds balance. GeoToll will attempt to send you a text message notifying you of low-balance and negative balance account status. You will also be charged a fee of $10.00 if your mobile device which is linked to the Service, or the Service itself, is turned off when passing through a toll. We will alert you via text message and/or e-mail when your account balance is $5.00 or less and the payment source fails to replenish the pre-set amount. The Service will be deactivated on your mobile device once your account reaches an account balance of negative $10.00 and you will then be charged by the Toll Agencies via Toll by Plate or other means. It is your responsibility to maintain a positive account balance when using the Service or to sign up for the Geo-Pay feature. Whether you actually knew the balance on your account was insufficient shall not be a basis for the non-payment of the toll, or a defense to a toll violation charged by the toll agency, and you and/or the registered owner of the vehicle used on the toll facility is responsible for payment of all tolls incurred and liable for any traffic citation issued pursuant to the applicable laws where the toll violation occurred. Unpaid tolls and related balances are paid by GeoToll to the tolling agency and the related amounts due to GeoToll may be turned over to a collection agency for debt collection activities.

Information Sharing Options

Opt-In Account is an account where you choose to opt-in to share your information with GeoToll, its partners, third parties and to allow GeoToll to sell your aggregate data or aggregate information. Aggregate data or aggregate information is statistical information that is derived from collective data that relates to a group or category of persons from which personally identifiable information (PII) has been removed. Aggregate data reflects the characteristics of a large group of anonymous people. GeoToll may also sell anonymous data or anonymous information to third party vendors. Anonymous data or anonymous information is disaggregated data from which all PII has been removed, that does not identify or describe a person and that cannot be directly linked to a specific individual.

GeoToll works with third-party partners who help to provide and improve GeoToll’s Service and for marketing purposes. The third-party partners use this information to help grow their businesses, which makes it possible to operate our companies and provide services at lower costs. We impose strict restrictions on how our partners can use and disclose the data we provide. The types of third parties that we may share your information with include advertisers, partners offering goods and services, vendors and service providers, researchers and academics, and law enforcement, or in response to legal requests. Customers will automatically be enrolled in the Opt-In Account once the customer signs up to use the Service. You will receive targeted advertising, promotions and rewards for use of the Opt-In Account such as reduced convenience fees, the opportunity to earn points, reduced toll prices, free tolls, and other promotions depending on availability. You acknowledge and agree that GeoToll may use the Service, or may authorize Tolling Agencies or other governmental agencies to use the Service to collect your access history, and to compile anonymous traffic, travel, or other statistical information. Information and data are collected by the Service to improve the quality of the Service and the user experience, and to help the toll agency reduce traffic congestion.

Users may choose to have an Opt-Out Account where you choose to opt-out of sharing your aggregate data and anonymous data with GeoToll’s partners and third parties other than Toll Agencies as necessary for the Service to function. By choosing this type of account, you will receive a minimum number of advertisements and not have access to the promotional features included in the Opt-In Account. You will also not earn points if you select the Opt-Out Account option. GeoToll will not share your aggregate data or anonymous data to its partners or third parties, unless necessary for the functioning of the Service such as to Toll Agencies or in response to law enforcement or legal requests.

Closing Account

If you decide to permanently close your GeoToll Account, you may request a refund from GeoToll of the remaining balance in your current account at any time once all toll payments and any appropriate charges have been deducted. You may contact GeoToll Customer Service to close the account. Be advised that there may be a fee to process any refund to the customer. GeoToll’s Customer Service phone number is (855) GEO-TOLL or (855) 436-8655. GeoToll must reconcile toll trips with the toll agencies and refunds will take up to two weeks. If you have any outstanding balance owed, you shall pay the amount owed at time of closure.

Advertisements

Third party advertisements may appear on the Service from time to time. Such advertisements are not endorsed by GeoToll, and the advertisements are not intended to be, nor should they be, viewed by anyone operating the vehicle unless and until the vehicle comes to a complete stop.

Intellectual Property

All right, title and interest in the Software and the Service, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Agreement, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to GeoToll and its licensors, and you shall have no rights whatsoever in any of the foregoing. You acknowledge that the Software and the Service constitutes a valuable trade secret and/or is confidential information of GeoToll and its licensors. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the Software or the Service, in whole or in part. The Software and the Service, and its original content, features and functionality are and will remain the exclusive property of GeoToll and its licensors. The Software and the Service are protected by patent, copyright, trademark, and other laws of the United States and foreign countries. GeoToll’s trademarks may not be used in connection with any other product or service without the written consent of GeoToll. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to this Agreement may cause GeoToll and its licensors irreparable damage, which may not be remedied at law, and you agree that GeoToll and its licensors’ remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief.

You agree that you shall not reverse engineer or otherwise alter, modify, or tamper with the mechanical or electrical operation of the Software or the Service, or any equipment needed to use the Service. You may not copy, print, save or otherwise use data from the GeoToll website or the Service’s database. You may not engage in scraping, data mining, harvesting, screen scraping, data aggregating, and indexing when using the Service or GeoToll’s website. You agree that you will not use any robot, spider, scraper or other automated means to access GeoToll’s website or the Service’s database for any purpose without the express prior written permission of GeoToll. The Service and Software may not be used in any way that is not expressly permitted by these Terms.

You may not, whether yourself or through any other means or person: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the content included in the Service and/or Website, or in any way or publicly display, perform, or distribute them; (ii) make any use of the content on any other website or networked computer environment for any purpose, or replicate or copy the content without GeoToll’s prior written consent; (iii) create a browser or border environment around the content (e.g. no frames or inline linking); (iv) interfere with or violate any third party or other user’s right to privacy or  other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personal information about visitors or users of the Service and/or website without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights, and other intellectual property rights; (vi) transmit or otherwise make available in connection with the Service and/or Website any virus, worm, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Service and/or Website, or the servers or networks that host the Service and/or Website or make the Service and/or Website available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the content and/or the Service and/or Website; (ix) frame or mirror any part of the Service and/or Website without GeoToll’s prior express written authorization; (x) create a database by systematically downloading and storing all or any of the content from the Service and/or Website; (xi) forward any data generated from the Service and/or Website without the prior written consent of GeoToll; (xii) transfer or assign your Service accounts’ password, even temporarily, to a third party; (xiii) use the Service and/or Website for any illegal, immoral or unauthorized purpose; (xiv) use the Service, the Website or the content for non-personal or commercial purposes without GeoToll’s express prior written consent; or (xv) infringe or violate any of these Terms.

Term; Termination; Suspension of Service

The term of this Agreement begins once you accept the Terms and Conditions and create a GeoToll Service account, and continues through any subsequent use of the Service thereafter. Any unauthorized use of the Service shall be deemed a material breach of this Agreement. GeoToll may terminate or suspend your account and block access to the Service immediately, without prior notice or liability, under GeoToll’s sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of this Agreement. If you wish to terminate your own account, you may discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity and limitations of liability. Should you be the subject of any Bankruptcy proceeding under the U.S. Bankruptcy Code or become insolvent, GeoToll shall have the right to terminate your account. You shall remain liable for the payment of all unpaid charges hereunder exclusive of any other remedy provided herein or by law.

Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor have you provided any false information to gain access to the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case “you” or “your” shall refer to such entity. If you do not have such authority, you must immediately stop using the Service.

Indemnification

You agree to defend, indemnify and hold GeoToll harmless and its licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, judgments, charges and expenses, including but not limited to court costs or attorneys’ fees, arising out of or related to any act or omission by you with respect to a) your use or access of the Service, by you or by any person using your account and password, or b) your breach or violations of this Agreement. You further agree to hold harmless all Toll Agencies, their employees, contractors, agents. Officers and directors that have contracted with GeoToll for all claims or losses sustained in relation to GeoToll’s performance under this Agreement. These Terms shall not create or otherwise imply a duty on the part of GeoToll to indemnify you under any circumstance.

Limitation of Liability

IN NO EVENT WHATSOEVER SHALL GEOTOLL, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, SHAREHOLDERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, LOST TIME, GOOD WILL, OR OTHER INTANGIBLE LOSSES, EVEN IF GEOTOLL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM  A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; C) ANY CONTENT OBTAINED FROM THE SERVICE; AND D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. GEOTOLL SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. Do you want to limit GeoToll’s liability to the total of the tolls and other fees related to the toll transaction when using the app?

Drivers are solely responsible for the positioning of their mobile device in their vehicle, GeoToll cannot be held responsible for any distractions or impairment of vision due to the location of the mobile device.

Disclaimer

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS-IS” AND “WITH ALL FAULTS”, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEOTOLL, INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUBCONTRACTORS, DISTRIBUTORS, SERVICES PARTNERS, AGENTS AND MARKETING PARTNERS AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY, THE “GEOTOLL PARTY(IES)”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND ACCURACY AND NON-INTERFERENCE. NEITHER GEOTOLL NOR ANY GEOTOLL PARTY WARRANTS THAT (A) THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF GEOTOLL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. GEOTOLL AND THE GEOTOLL PARTIES, JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, USEFULNESS, OR EFFECTIVENESS OF THE SERVICE. USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK AND NEITHER GEOTOLL NOR ANY OF THE GEOTOLL PARTIES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY THEREFOR.

Some states and/or jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions or limitations set forth above may not apply to you.

Arbitration

GeoToll and you agree to arbitrate all disputes and claims between us, except for claims seeking injunctive relief in connection with the intellectual property of GeoToll, in accordance with the commercial arbitration rules in effect at the time the proceedings begin of the American Arbitration Association. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising); claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and claims that may arise after the termination of this Agreement. You agree that, by entering into this Agreement, you and GeoToll are each waiving the right to a trial by jury or to participate in a class action. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Broward County, Florida.

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

Modifications to the Service

GeoToll may, either partially or in its entirety, and without being obligated to provide prior notice, modify, adapt or change the Software, the Service’s features, user interfaces and design, the extent and availability of the contents in the Service, and any other aspect related to the Service. You shall have no claim, complaint or demand against GeoToll for applying such changes or for failures incidental to such changes.

Modifications to the Terms

GeoToll reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service and/or its Website. If a revision is material then GeoToll will provide at least 30 days notice prior to any new terms taking effect. It is at GeoToll’s sole discretion to determine what constitutes a material change. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes and you thus agree to be bound by the revised terms. If you do not agree to the new terms, then you are no longer authorized to use the Service.

Assignment

This Agreement may not be assigned by you without the prior written approval of GeoToll, but may be assigned without your consent by GeoToll to a parent or subsidiary, an acquirer of assets, or a successor by merger. Any purported assignment in violation of this section shall be void.

Governing Law

This agreement shall be governed and construed in accordance with the laws of the state of Florida, without regard to the choice or conflicts of law provisions of any jurisdiction.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect. The failure of GeoToll to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GeoToll in writing.

These Terms constitute the entire agreement between you and GeoToll regarding the Service, and supersede and replace all prior or contemporaneous negotiations, discussions, or agreements between you and GeoToll.

Force Majeure

Except for payment obligations, no party or its affiliates is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control.

Questions and Additional Information

If you have any questions regarding this Agreement or would like to obtain additional information, please send an e-mail to info@geotoll.com or call GeoToll Customer Service at (855) GEO-TOLL. To obtain information regarding the use of your personal data, please send an e-mail to dpo@geotoll.com.