1.Agreement to these Terms
These Terms of Service (the “Terms”) form a binding agreement between you and GroundZones LLC, a New Jersey limited liability company, with a principal place of business at 466 Hackensack Ave #1378, Hackensack, NJ 07601, United States (“GroundZones”, “we”, “us”, or “our”). They govern your access to and use of the GroundZones website, applications, APIs, and documentation (together, the “Service”).
By creating an account, checking the box indicating your acceptance, accepting an invitation to a workspace, or otherwise accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.
If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. You must be at least 18 years old and capable of forming a binding contract.
The Service is for business use only. It is a commercial tool for ground transportation operators and similar businesses, and is not directed to consumers or to children. You represent that you are using the Service in the course of a trade, business, or profession, and not for personal, family, or household purposes.
In these Terms, the “GroundZones Parties” means GroundZones, its affiliates, licensors, data providers, and suppliers, and its and their respective owners, officers, directors, employees, contractors, agents, successors, and assigns.
2.The Service
2.1 What the Service does
GroundZones provides tools for geocoding addresses, calculating distances and routes, defining geographic zones, and assigning properties such as hotels to those zones for the purpose of building pricing and dispatch reference data.
“Output” means everything the Service produces or displays, including coordinates and pin placements, matched and formatted addresses, ZIP and postal codes and suggested corrections to them, distances, durations, and routes, boundaries, zone assignments and the results of zone rules, precision levels, flags, labels, and verdicts, statistics, and any file you export. Section 7 sets out important limits on what Output is and how you may rely on it.
2.2 Your right to use it
Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during your subscription term or trial period.
An account covers the work of one business: yours. Giving your own Output to the booking platforms, partners, and customers you sell your services through is part of that. Preparing zones, hotel lists, or other Output for the business of another company - as an agency, a marketplace, a consultant, or in any similar role - is not, unless we have agreed to it with you in writing.
2.3 Changes to the Service
We may modify, add, or discontinue features at any time. If we discontinue a material feature of a paid plan and that materially reduces the value of the Service to you, your sole and exclusive remedy is to cancel your subscription within 30 days of the change and receive a pro-rata refund of prepaid fees covering the period after cancellation.
2.4 Availability and support
We aim to keep the Service available but make no uptime, response-time, or support commitment, and no service level agreement applies unless we have signed one with you. The Service may be unavailable for maintenance, updates, or reasons outside our control, and individual operations (for example a batch job) may fail, pause, or need to be re-run.
2.5 Beta and preview features
We may offer features identified as beta, preview, experimental, or similar. They are provided for evaluation, may be changed or withdrawn at any time without notice, may be less reliable than the rest of the Service, and are provided “as is” with no warranty of any kind. Section 2.3 does not apply to them.
3.Accounts and security
3.1 Your account
- You must provide accurate registration information and keep it current.
- Each person may hold one account. Accounts are personal to the individual using them; credentials must not be shared.
- You are responsible for safeguarding your credentials and for all activity that occurs under your account, whether or not authorised by you.
- You must notify us promptly at security@groundzones.com if you suspect unauthorised access.
- We may suspend an account immediately where we reasonably believe it presents a security, legal, or availability risk to us or to other customers.
3.2 Workspaces and team members
Every workspace has one owner. The owner is our customer for that workspace: the owner is responsible for all fees, decides who has access and at what role, and is responsible for the acts and omissions of every person it invites, as if they were its own. As between the owner and the people it invites, all Customer Data in the workspace belongs to the owner.
If you join a workspace owned by someone else, you use the Service on that owner’s behalf. Content you add becomes part of that workspace; the owner and its administrators may change or remove your access at any time; and if the owner deletes its account, the workspace and its content are deleted for every member. We are not a party to, and have no responsibility for, any dispute between a workspace owner and its members or former members about access, content, or anything else.
When you invite someone, we send the invitation email on your instruction. You represent that you have a legitimate business reason to invite that address.
4.Your data
4.1 Ownership
You retain all right, title, and interest in the data you upload to or generate through the Service, including property lists, addresses, zone definitions, and exported results (“Customer Data”). We claim no ownership of Customer Data. Output that incorporates third-party data remains subject to that data’s licence (see Section 6).
4.2 Licence to us
You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, support, and improve the Service for you, and as otherwise permitted by these Terms and our Privacy Policy. This includes our authorised staff accessing your account where needed to provide support, investigate a problem, or protect the Service. This licence ends when the Customer Data is deleted, subject to the retention periods described in the Privacy Policy.
4.3 Your responsibilities for Customer Data
You represent and warrant that:
- you have all rights, consents, and lawful bases necessary to upload the Customer Data and to have us process it as described in these Terms;
- the Customer Data does not infringe or misappropriate any third party’s intellectual property, privacy, or other rights; and
- your use of the Service with the Customer Data complies with all applicable laws, including data protection and export control laws.
You are solely responsible for the accuracy and quality of Customer Data. Output can be no better than the addresses, coordinates, ZIP codes, and other data it is built from, and the Service does not detect every error in what you upload.
Where Customer Data includes personal data subject to the GDPR, UK GDPR, or comparable laws, our Data Processing Addendum applies and forms part of these Terms.
4.4 Cached geographic data
To reduce cost and latency, the Service maintains a shared cache of geocoding and distance results derived from addresses submitted across all customers. This cache stores address strings, coordinates, and routing results - it does not store your property lists, zone definitions, account identifiers, or any association between a cached record and the customer who triggered it. You acknowledge and agree to this use, which is a core part of how the Service is designed and priced. Because a cached record is not linked to you, it is not deleted when your Customer Data or account is deleted; it is kept for the periods described in the Privacy Policy, and the licence in Section 4.2 continues for cached records for that long.
4.5 Aggregated data
We may generate and use aggregated, de-identified statistics about use of the Service (for example, cache hit rates or aggregate job volumes) to operate, analyse, and improve the Service. Such data will not identify you or any individual and will not include Customer Data in identifiable form.
4.6 Security, backups, and your own copies
We use reasonable technical and organisational measures designed to protect Customer Data, described in the Privacy Policy. No system is perfectly secure, and we do not guarantee that Customer Data will never be accessed, lost, or altered without authorisation.
The Service is not a system of record or a backup service. Our backups exist to restore the Service as a whole after a failure, not to recover an individual customer’s data on request. Snapshots, undo and redo, and similar features are conveniences that may be unavailable, incomplete, or unable to reverse a particular change, including changes made by other members of your workspace. You are responsible for exporting and keeping your own copies of any Customer Data and Output you need. To the maximum extent permitted by law, we are not liable for any loss, corruption, or alteration of Customer Data.
5.Acceptable use
You must not, and must not permit anyone else to:
- use the Service in violation of any law, or in violation of the terms of any third-party data provider whose data is made available through the Service (see Section 6);
- resell, sublicense, or provide the Service to third parties as a standalone service, or use it to build a competing product;
- systematically extract, scrape, or bulk-download geocoding, boundary, or routing data other than results derived from your own Customer Data for your own business use;
- circumvent or exceed usage quotas, rate limits, airport allowances, project limits, or access controls, including by creating multiple accounts or by repeatedly deleting and re-creating projects;
- obtain more than one free trial, or extend a trial, by creating additional accounts, using alternative email addresses, or deleting and re-creating an account;
- reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent that restriction is prohibited by applicable law;
- upload malicious code, or interfere with, disrupt, or place undue load on the Service or its infrastructure;
- probe, scan, or test the vulnerability of the Service without our prior written consent;
- remove or obscure any attribution, copyright, or other notice displayed in the Service or included in Output;
- use the Service for any purpose described in Section 7.6 (navigation, emergency, and safety-critical use); or
- use the Service to track, surveil, or profile individuals, or to make decisions about individuals that produce legal or similarly significant effects.
We may investigate suspected violations and may suspend or terminate access for conduct we reasonably determine violates this Section.
6.Third-party data and services
The Service is built on data and services from third parties, including mapping, geocoding, routing, boundary, and airport data providers, and payment processing. Your use of the Service is also subject to those providers’ terms where their data or services reach you.
- OpenStreetMap data, which underlies the basemap and much of the geocoding, routing, and city boundary Output, is © OpenStreetMap contributors and licensed under the Open Database Licence (ODbL). You are responsible for complying with the ODbL, including maintaining required attribution, in any onward use or publication of Output derived from it.
- ZIP code and postcode areas come from the sources listed in Section 6.1, and airport data comes from the OurAirports open dataset. Neither is an official postal, aviation, or regulatory record (see Section 7.2).
- Payment processing is performed by Stripe under Stripe’s own terms. We do not receive or store your full payment card details.
We do not control third-party data or services, we do not verify third-party data, and we are not responsible for its availability, accuracy, completeness, or currency, or for any provider’s acts and omissions. A third-party provider’s change to its terms, pricing, or data may require us to change or discontinue related functionality, and may change Output without notice.
6.1 Sources of ZIP code and postcode areas
Where the Service shows ZIP code or postcode areas for a country, or uses them in a zone rule, they come from the sources below. We have converted each to a common format, and the outlines drawn on the map are simplified for display. None of these publishers endorses the Service or our use of its data.
- United States. ZIP Code Tabulation Areas, U.S. Census Bureau; in New York City, Modified ZIP Code Tabulation Areas, NYC Department of Health and Mental Hygiene, from NYC Open Data.
- Australia. Postal Areas, Australian Statistical Geography Standard Edition 3 (2021). Source: Australian Bureau of Statistics, licensed under CC BY 4.0.
- Canada. Adapted from Statistics Canada, Census Forward Sortation Area Boundary File, 2021. This does not constitute an endorsement by Statistics Canada of this product.
- Denmark. Postcode areas from Danmarks Administrative Geografiske Inddeling (DAGI). Source: Klimadatastyrelsen, licensed under CC BY 4.0.
- Ireland. Eircode routing key boundaries published by Autoaddress (2016), derived from the Census 2011 Small Area boundaries and Eircode routing key data. They are not official boundaries: An Post does not define a routing key by a boundary.
7.Accuracy of results - important
7.1 Output is an estimate
The Service produces estimates, not authoritative determinations. Output is generated automatically from third-party and open data sources that contain errors, are incomplete, and change over time, and from the data you supply. Address matching is inherently probabilistic. Output will sometimes be wrong, and it can be wrong without any warning or indication that it is.
7.2 Specific limitations you should expect
Without limiting Section 7.1, you acknowledge that:
- Pin placement. A property may be placed at the wrong building, on the wrong street, in the wrong city, or at an approximate point such as the middle of a street or area. Geocoders can return a confident result for the wrong location. Coordinates you upload are used as supplied and are not checked for correctness.
- ZIP and postal codes. ZIP code and postcode areas in the Service are statistical approximations of postal geography, not boundaries published by the U.S. Postal Service or any other postal operator; some codes have no area at all. A ZIP check, mismatch flag, or suggested ZIP is an automated opinion that may itself be wrong, and applying a suggestion changes your data at your own risk.
- Distances, durations, and routes. These are computed from a periodic snapshot of road-network data between two estimated points. They do not reflect live traffic, closures, construction, tolls, vehicle or access restrictions, or the route a driver actually takes, and they will differ from odometer readings, from other mapping products, and from figures used by booking platforms or other counterparties. The point used to represent an airport is an approximation and may not match the terminal, curb, or pickup location relevant to you.
- Boundaries. ZIP, city, municipal, and airport-related boundaries are approximations and may not reflect current legal, postal, or administrative reality.
- Zone assignments. A zone assignment is only as good as the pin, the distance, the boundary, and the rule behind it, and it inherits the errors of each. Rules can overlap, conflict, or match properties you did not intend.
- Coverage varies by country. The completeness and quality of address, house-number, road, and boundary data differ greatly between countries and regions, and within them. ZIP code features cover the United States only. We make no representation that the Service is suitable for, or performs equally in, any particular country.
- Change over time. We update data sources and matching and routing methods without notice. The same input may produce different Output at different times, and Output you exported earlier is not updated.
7.3 Labels, flags, and confidence indicators are not guarantees
The Service shows indicators about its own Output, such as precision levels (for example “rooftop” or “street”), “verified”, “confirmed”, or “needs review” states, confidence scores, mismatch lists, and warnings. These are automated heuristics provided to help you prioritise your own review. They are not a warranty or certification. A result that is marked as verified or precise, or that carries no flag or warning, may still be wrong, and a flagged result may be correct. Where you or a member of your workspace marks a result as correct, that is your confirmation, not ours.
7.4 Your duty to verify
You are solely responsible for independently reviewing and verifying all Output before relying on it or passing it to anyone else - including for pricing, quoting, dispatch, billing, contractual commitments, submissions to booking platforms or other counterparties, regulatory filings, or any other business or legal decision. GroundZones is a decision-support tool. Every decision made using it is yours.
7.5 Bulk and automated operations
Features such as zone rules, bulk geocoding, batch distance calculation, group edits, uploads that replace existing data, and applying suggested corrections can change a large number of records at once, and run on your instruction without a person at GroundZones reviewing the result. You are responsible for reviewing the effect of any such operation and for keeping your own copy of your data before running it (see Section 4.6).
7.6 Not for navigation, emergency, or safety-critical use
The Service is a planning and reference-data tool. It is not designed or intended for turn-by-turn navigation, real-time dispatch or vehicle tracking, emergency response, or any use in which an error or interruption could lead to death, personal injury, or physical or environmental damage. You must not use it for those purposes.
7.7 No professional advice; your own agreements
The Service does not provide pricing advice, legal advice, tax advice, or regulatory compliance advice, and no Output should be treated as any of those. We make no representation that any zone assignment, distance, or other Output corresponds to any commercial agreement you may have with a booking platform, aggregator, airport authority, hotel, customer, or other counterparty, or to any method those parties use. Reconciling Output with your own contractual and regulatory obligations is your responsibility.
7.8 Assumption of risk
YOU USE OUTPUT ENTIRELY AT YOUR OWN RISK. AS BETWEEN YOU AND US, YOU ASSUME ALL RISK ARISING FROM ANY ERROR, OMISSION, OR INACCURACY IN OUTPUT - INCLUDING MISPLACED PROPERTIES, INCORRECT ZIP CODES, INCORRECT DISTANCES, AND INCORRECT ZONE ASSIGNMENTS - AND FROM ANY PRICE, QUOTE, CHARGE, PAYMENT, DISPATCH, CONTRACT, OR OTHER DECISION BASED ON IT. This Section 7 is a fundamental part of the basis on which we offer the Service at the prices we do, and Sections 11, 12, and 13 apply to it in full.
7.9 Reporting an error
If you tell us about Output you believe is wrong, we may look into it and may improve the Service as a result, but we have no obligation to correct any particular Output or the data behind it, and our knowing of an error, or correcting one, does not change the allocation of risk in these Terms.
8.Fees, billing, and taxes
8.1 Plans and fees
Paid plans are billed in advance, monthly or yearly as you choose at checkout, at the rates shown on our pricing page at the time of purchase. Paid plans are priced by the number of airports your subscription covers.
- Opening an airport is permanent. Each airport you open in your account uses one of the airports your plan covers, and continues to do so even if you later delete every project or all data for that airport. On a paid plan you may release an airport you no longer need no more than twice in any rolling twelve-month period, and re-opening a released airport uses a place on your plan again. Airports cannot be released during a free trial. Releasing an airport does not by itself reduce your fee.
- Projects in an airport. Each airport you have opened holds, at any one time, up to the number of projects shown on the pricing page. Deleting a project frees its place. Keeping more requires our agreement.
- Increases take effect immediately. When you add airports to your subscription, the additional fee for the remainder of the current billing period is charged to your payment method at that time, and your new total applies from the next renewal.
- Decreases take effect at renewal. Reducing the number of airports, or moving from yearly to monthly billing, takes effect at the end of the current billing period, with no refund or credit for the current period.
- Larger accounts. Subscriptions above the largest number of airports shown on the pricing page require a separate written agreement with us.
We do not bill usage-based overage - where a plan states a fair-use ceiling, reaching it pauses the affected operation until the next monthly reset or until you move to a higher plan.
8.2 Automatic renewal
Subscriptions renew automatically at the end of each billing period - each month for a monthly plan, each year for a yearly plan - at the then-current rate, and your payment method will be charged, until you cancel. You may cancel at any time through the billing portal in your account settings. Cancellation takes effect at the end of the current billing period; access continues until then. You authorise us, through our payment processor, to charge your payment method for all fees and taxes due under these Terms, including renewals and the prorated charges described in Section 8.1.
8.3 Refunds
Except where required by law or expressly stated in these Terms, fees are non-refundable and there are no refunds or credits for partial periods, unused airports or quota, downgrades, or periods in which you did not use the Service.
8.4 Price changes
We may change prices. For existing subscriptions, we will give at least 30 days’ notice by email before a price change takes effect, and the change will apply from your next renewal. Continuing to use the Service after that date constitutes acceptance of the new price.
8.5 Failed payment and taxes
If a payment fails, we may retry, downgrade your plan, or suspend access after reasonable notice. Overdue amounts may bear interest at the lesser of 1% per month and the maximum rate permitted by law, and you are responsible for our reasonable costs of collecting them. If you believe a charge is wrong, contact us within 60 days of the charge, and before disputing it with your bank or card issuer; after 60 days the charge is treated as accepted, and we may suspend an account while a chargeback is open. Fees are exclusive of taxes; you are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on our income. Where we are required to collect a tax, it is added to your invoice; where the law makes you responsible for accounting for it (for example under a VAT reverse charge), you will do so. Fees are stated and charged in U.S. dollars, and any currency conversion or bank charges are yours. You will pay fees without deduction or withholding; if the law requires you to withhold tax from a payment, you will pay the additional amount needed for us to receive the full fee.
8.6 Free trial and read-only access
Each customer may use the Service free of charge for one trial period of 14 days, covering one airport, without providing a payment method. The trial period begins when the account first opens an airport, not when it is created. We may extend a trial at our discretion, and may change or withdraw the trial offer for accounts that have not yet started one. A trial does not restart if you delete your account and register again, or register with another address for the same mailbox or business, and we may end or refuse a trial we reasonably believe was obtained in breach of Section 5.
When the trial period ends without a paid plan in place, or a paid subscription ends and no trial period remains, the account becomes read-only: your content is retained and remains available to view and export, but you cannot create or change content until you subscribe to a paid plan. Ending a trial or a subscription does not by itself delete any of your content; deletion is governed by the rest of these Terms and our Privacy Policy.
9.Intellectual property
The Service, including its software, interfaces, documentation, and branding, and all improvements to it, are and remain our exclusive property and that of our licensors. Except for the limited right granted in Section 2.2, these Terms grant you no rights in the Service, and all rights not expressly granted are reserved. The GroundZones name and logo are our marks and may not be used without our prior written consent.
If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.
10.Term, suspension, and termination
10.1 Term
These Terms apply from your first use of the Service until your account is terminated by you or by us.
10.2 Termination by you
You may stop using the Service and delete your account at any time from your profile settings. Deleting your account permanently removes your Customer Data as described in the Privacy Policy. Deletion is immediate and cannot be undone, so export anything you need first. Deleting your account does not entitle you to a refund.
10.3 Termination or suspension by us
We may suspend or terminate your access: (a) immediately, for a material breach of these Terms, non-payment, or conduct that creates legal or security risk; (b) at any time, for an account that is not on a paid plan; or (c) for convenience, on 30 days’ notice, in which case we will refund any prepaid fees covering the period after termination. That refund is our only obligation to you in connection with a termination under (c).
10.4 Effect of termination
On termination, your right to access the Service ends. You may export your Customer Data at any time before termination. Where we terminate your access other than for your breach of Section 5, we will on written request received within 30 days after termination make an export of your Customer Data available, to the extent it has not already been deleted. We have no obligation to retain Customer Data after that, and none after you delete your own account.
Termination does not relieve you of any fees accrued or payable before it. Sections 3.2, 4, 6, 7, 8 (as to amounts owed), 9, 10.4, 11, 12, 13, 14, and 16, and any other provision that by its nature should survive, survive termination.
11.Disclaimer of warranties
THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GROUNDZONES PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT CUSTOMER DATA WILL NOT BE LOST OR ALTERED, OR THAT ANY GEOCODING, PIN PLACEMENT, ADDRESS, ZIP CODE, DISTANCE, DURATION, ROUTE, BOUNDARY, ZONE ASSIGNMENT, FLAG, LABEL, OR OTHER OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR SUITABLE FOR YOUR PURPOSES.
NO STATEMENT, ADVICE, OR INFORMATION FROM US OR THROUGH THE SERVICE - INCLUDING OUR WEBSITE, MARKETING MATERIALS, USER MANUAL, GUIDES, SUPPORT COMMUNICATIONS, AND ANY INDICATOR DESCRIBED IN SECTION 7.3 - CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE THEY APPLY TO THE FULLEST EXTENT THE LAW ALLOWS.
12.Limitation of liability
12.1 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GROUNDZONES PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, CUSTOMERS, CONTRACTS, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, FOR BUSINESS INTERRUPTION, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, OR ANY OTHER THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 CAP. THE TOTAL AGGREGATE LIABILITY OF THE GROUNDZONES PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100). THIS CAP APPLIES TO ALL CLAIMS TOGETHER, NOT PER CLAIM OR PER INCIDENT; THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE IT.
12.3 RELIANCE ON OUTPUT. WITHOUT LIMITING SECTIONS 12.1 AND 12.2, THE GROUNDZONES PARTIES WILL HAVE NO LIABILITY FOR ANY LOSS, COST, OR CLAIM ARISING FROM YOUR OR ANYONE ELSE’S USE OF OR RELIANCE ON OUTPUT, HOWEVER CAUSED AND EVEN IF CAUSED BY OUR NEGLIGENCE - INCLUDING MISPLACED PROPERTIES, INCORRECT ZIP CODES, INCORRECT DISTANCES OR ROUTES, AND INCORRECT ZONE ASSIGNMENTS, AND INCLUDING MISPRICED, UNDERPRICED, OVERPRICED, MISQUOTED, OR MISROUTED TRANSPORTATION SERVICES, LOST OR DISPUTED BOOKINGS, REFUNDS, CHARGEBACKS, OR PRICE ADJUSTMENTS YOU GIVE OR OWE, PENALTIES OR FINES, AND CLAIMS BY OR DISPUTES WITH YOUR CUSTOMERS, PASSENGERS, DRIVERS, BOOKING PLATFORMS, OR OTHER COUNTERPARTIES. SEE SECTION 7. IF THIS EXCLUSION IS HELD UNENFORCEABLE TO ANY EXTENT, SECTIONS 12.1 AND 12.2 CONTINUE TO APPLY TO THAT LIABILITY.
12.4 TIME LIMIT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE, OR IT IS PERMANENTLY BARRED. THE INFORMAL RESOLUTION PERIOD IN SECTION 14.1 DOES NOT COUNT TOWARDS THAT YEAR. THIS TIME LIMIT DOES NOT APPLY TO CLAIMS FOR UNPAID FEES OR TO CLAIMS UNDER SECTION 13.
12.5 THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY REFLECT AN AGREED ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US; WE WOULD NOT OFFER THE SERVICE, OR WOULD NOT OFFER IT AT THESE PRICES, WITHOUT THEM. NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW; IN THAT CASE IT IS LIMITED TO THE FULLEST EXTENT THE LAW ALLOWS. WHERE THE LAW OF YOUR COUNTRY IMPLIES A WARRANTY, CONDITION, OR GUARANTEE THAT CANNOT BE EXCLUDED BUT ALLOWS THE REMEDY FOR BREACH OF IT TO BE LIMITED, OUR LIABILITY FOR THAT BREACH IS LIMITED, AT OUR OPTION, TO SUPPLYING THE AFFECTED PART OF THE SERVICE AGAIN OR REFUNDING THE FEES YOU PAID FOR IT.
13.Indemnification
You will defend, indemnify, and hold harmless the GroundZones Parties from and against any claim, demand, action, investigation, or proceeding brought by a third party, and any resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees), arising out of or relating to:
- your Customer Data, including any claim that it infringes or misappropriates a third party’s rights or was collected, uploaded, or processed unlawfully;
- your use of the Service in breach of these Terms or applicable law;
- your use of, reliance on, or onward distribution of Output, including any price, quote, charge, dispatch, or other decision based on it;
- your business and the transportation or other services you or your affiliates, drivers, or contractors provide - including any claim by your customers, passengers, drivers, employees, booking platforms, aggregators, hotels, airport authorities, or regulators;
- the acts and omissions of anyone who uses the Service through your account or workspace, and any dispute between you and them; or
- taxes, duties, and similar charges that are your responsibility under these Terms.
THIS INDEMNITY APPLIES TO CLAIMS ALLEGED TO RESULT IN WHOLE OR IN PART FROM AN ERROR, OMISSION, OR INACCURACY IN OUTPUT, EVEN WHERE THE ERROR IS ALLEGED TO RESULT FROM THE NEGLIGENCE OF A GROUNDZONES PARTY. It does not apply to the extent a claim is finally determined to have resulted from a GroundZones Party’s fraud or wilful misconduct.
We will notify you of any such claim (a delay in doing so relieves you of your obligations only to the extent it materially prejudices the defence). You will defend the claim with counsel reasonably acceptable to us, and we may participate with our own counsel. If you do not promptly and diligently defend a claim, we may take over its defence and settlement at your expense. You may not settle a claim in a way that imposes any obligation or admission on a GroundZones Party without our prior written consent.
14.Dispute resolution and arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. BY AGREEING TO ARBITRATION, YOU AND WE EACH GIVE UP THE RIGHT TO SUE IN COURT AND TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY.
14.1 Informal resolution first
Before filing a claim, you agree to try to resolve the dispute informally by sending a written description of it to legal@groundzones.com. Both parties will make good-faith efforts to resolve the dispute for 60 days before starting a formal proceeding.
14.2 Binding arbitration
If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or any Output - whether based in contract, tort, statute, or any other theory - will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules or, where you are established outside the United States, by its International Centre for Dispute Resolution under its International Arbitration Rules. The seat of the arbitration is the State of New Jersey, United States, the language is English, and hearings may be held by videoconference. This means neither of us may bring such a dispute in court, and there is no judge or jury in arbitration. The arbitrator, and not a court, decides any question about the scope, enforceability, or formation of this arbitration agreement, except for the class action waiver in Section 14.3. The arbitrator must apply these Terms, including Sections 7, 11, 12, and 13, and may award only relief a court could award under them. The arbitration and anything disclosed in it are confidential, except as needed to enforce an award or as required by law. The Federal Arbitration Act governs this Section 14. Judgment on the award may be entered, and the award enforced, in any court of competent jurisdiction in any country.
14.3 Class action waiver
DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. YOU AND WE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable as to a particular claim, that claim will be severed and heard in court, and the remaining claims will be arbitrated.
14.4 Your right to opt out
You may opt out of this arbitration agreement by emailing legal@groundzones.com within 30 days of first accepting these Terms, stating your name, account email, and that you are opting out of arbitration. Opting out does not affect any other part of these Terms.
14.5 Exceptions
Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court for infringement or misuse of intellectual property, breach of Section 5, or unauthorised access to the Service.
14.6 Jury trial waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHERE A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION FOR ANY REASON, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
15.Changes to these Terms
We may update these Terms from time to time. For material changes we will give at least 30 days’ notice by email to your account address or by prominent notice in the Service before they take effect, and we will update the effective date above. We may also ask you to accept the updated Terms in the Service in order to continue using it. Changes will not apply retroactively to disputes that arose before the change.
Continuing to use the Service after the effective date constitutes acceptance. If you do not agree, you must stop using the Service, and if you cancel within 30 days of our notice of the change we will give a pro-rata refund of prepaid fees covering the remainder of your current term. That refund is your sole remedy if you do not agree to a change.
16.General
16.1 Governing law
These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws rules. Subject to Section 14, the parties submit to the exclusive jurisdiction of the state and federal courts located in New Jersey. The UN Convention on Contracts for the International Sale of Goods does not apply. Nothing in these Terms removes a right you have under the mandatory law of the place where you are established, to the extent that law applies and cannot be waived by contract.
16.2 Other terms
- Entire agreement. These Terms, the Privacy Policy, and (where applicable) the DPA are the entire agreement between us on this subject and supersede all prior discussions. In entering into these Terms you have not relied on any statement, description, or promise that is not set out in them, including anything on our website or in our marketing, documentation, or support communications.
- Order of precedence. If we have signed a separate written agreement with you, it prevails over these Terms where they conflict. The DPA prevails over these Terms as to the processing of personal data. Terms on your purchase orders or other documents do not apply.
- Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect.
- No waiver. Failure to enforce a provision is not a waiver of it.
- Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate, to an entity we form to operate the Service, or in connection with a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of hosting, network, or third-party data providers, excluding payment obligations.
- Export controls and sanctions. You represent that you are not located in, or a resident or national of, any country subject to a U.S. government embargo, and are not on any sanctions or restricted-party list maintained by the United States, the United Nations, the European Union, or the United Kingdom, or owned or controlled by anyone who is, and you will not use the Service in violation of any export control or sanctions law.
- Electronic communications. You agree that we may contract with you and send you notices electronically, and that electronic acceptance, records, and notices satisfy any requirement that they be in writing.
- Notices. We may give notice by email to your account address or through the Service. Notices to us must go to legal@groundzones.com and to 466 Hackensack Ave #1378, Hackensack, NJ 07601, United States.
- Equitable relief. A breach of Section 5 or 9 may cause us harm that damages cannot adequately remedy, and we may seek injunctive relief for it without posting a bond, in addition to any other remedy.
- U.S. Government users. The Service is commercial computer software and commercial computer software documentation, provided to U.S. Government users with only the rights set out in these Terms.
- Independent contractors. No partnership, joint venture, agency, or employment relationship is created by these Terms.
- Third-party beneficiaries. There are none, except that the GroundZones Parties are beneficiaries of, and may enforce, Sections 7, 11, 12, and 13.
- Interpretation. Headings are for convenience only. “Including” means “including without limitation”. These Terms are not to be construed against either party as their drafter.
16.3 Customers outside the United States
We operate the Service from the United States and make no representation that it is appropriate, lawful, or available for use in any other place. If you use it from elsewhere, you do so on your own initiative and are responsible for complying with the laws that apply to you and your business, including those governing your transportation services, your pricing, and any personal data you upload. We may restrict access from any country at any time.
These Terms are written in English, and the English version governs over any translation. All notices and proceedings under them will be in English.
You acquire the Service for the purposes of a business. To the fullest extent the law of your country allows a business customer to agree to this, consumer protection legislation and statutory consumer guarantees do not apply to these Terms or the Service; where such a law applies and cannot be excluded, Section 12.5 sets out the limit of our liability under it.
17.Contact
Questions about these Terms: legal@groundzones.com
GroundZones LLC, 466 Hackensack Ave #1378, Hackensack, NJ 07601, United States