1.Agreement to these Terms
These Terms of Service (the “Terms”) form a binding agreement between you and Adam Kabessa, an individual doing business as GroundZones, with a principal place of business at Mailing address to be published, New Jersey, United States (“GroundZones”, “we”, “us”, or “our”). They govern your access to and use of the GroundZones website, applications, and APIs (together, the “Service”).
By creating an account, checking the box indicating your acceptance, 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 a business tool intended for commercial use by ground transportation operators and similar businesses. It is not directed to consumers or to children.
2.The Service
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.
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.
We may modify, add, or discontinue features at any time. If we discontinue a material feature of a paid plan, your remedy is set out in Section 10.4.
3.Accounts and security
- You must provide accurate registration information and keep it current.
- 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.
- You are responsible for the acts and omissions of any user you permit to access the Service through your account, including members of your workspaces.
- We may suspend an account immediately where we reasonably believe it presents a security, legal, or availability risk to us or to other customers.
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.
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 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.
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.
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.
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, or access controls, including by creating multiple accounts;
- 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; 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 integrates data and services from third parties, including mapping, geocoding, and routing 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 made available through the Service is © OpenStreetMap contributors and licensed under the Open Database Licence (ODbL). You are responsible for maintaining required attribution in any onward use or publication of derived data.
- Google Maps Platform content, where used, is subject to the Google Maps Platform Terms of Service and the Google Privacy Policy. Restrictions on caching, redistribution, and display of Google content apply to you as well as to us.
- 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 services and are not responsible for their availability, accuracy, or acts and omissions. A third-party provider’s change to its terms, pricing, or data may require us to change or discontinue related functionality.
7.Accuracy of results - important
The Service produces estimates, not authoritative determinations. Geocoding, distance, routing, boundary, and zone-assignment outputs are derived from third-party and open data sources that contain errors, are incomplete, and change over time. Address matching is inherently probabilistic. Boundaries - including ZIP code, municipal, and airport catchment boundaries - are approximations and may not reflect current legal or administrative reality.
You are solely responsible for independently verifying any output before relying on it for pricing, quoting, dispatch, billing, contractual commitments, regulatory filings, or any other business or legal decision. GroundZones is a decision-support tool. It does not provide pricing advice, legal advice, tax advice, or regulatory compliance advice, and no output should be treated as any of those.
Without limiting the above, we make no representation that any zone assignment corresponds to any particular commercial agreement you may have with a booking platform, aggregator, airport authority, or other counterparty. Reconciling the Service’s output with your own contractual and regulatory obligations is your responsibility.
8.Fees, billing, and taxes
8.1 Plans and fees
Paid plans are billed in advance at the rates shown on our pricing page at the time of purchase. Paid plans are priced by the number of airports you operate; adding or removing an airport adjusts your fee from the next billing period, prorated. 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 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.
8.3 Refunds
Except where required by law, fees are non-refundable and there are no refunds or credits for partial periods, unused quota, or downgrades. This does not affect any statutory cancellation or refund rights you may have as a consumer in your jurisdiction.
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. Fees are exclusive of taxes; you are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on our income.
8.6 Free trial and read-only access
Each account may use the Service free of charge for a trial period of 30 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.
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, these Terms grant you no rights in the Service.
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.
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; or (b) for convenience, on 30 days’ notice, in which case we will refund any prepaid fees covering the period after termination.
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, and for 30 days afterwards on written request, unless we are terminating for your breach of Section 5. Sections 4.1, 4.5, 7, 9, 11, 12, 13, 14, and 16 survive termination.
11.Disclaimer of warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY GEOCODING, DISTANCE, BOUNDARY, OR ZONE OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR YOUR PURPOSES. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
12.Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE 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).
WITHOUT LIMITING THE FOREGOING, WE WILL HAVE NO LIABILITY FOR ANY LOSS ARISING FROM YOUR RELIANCE ON GEOCODING, DISTANCE, BOUNDARY, OR ZONE ASSIGNMENT OUTPUT, INCLUDING MISPRICED, UNDERPRICED, OR MISROUTED TRANSPORTATION SERVICES. SEE SECTION 7.
THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, INCLUDING FOR FRAUD, WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
13.Indemnification
You will defend, indemnify, and hold harmless Adam Kabessa and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to: (a) your Customer Data, including any claim that it infringes or misappropriates a third party’s rights or was processed unlawfully; (b) your use of the Service in breach of these Terms or applicable law; or (c) your reliance on, or onward distribution of, Service output.
We will notify you promptly of any such claim, give you control of the defence (subject to our right to participate with our own counsel), and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes obligations on us without our prior written consent.
14.Dispute resolution and arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
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 arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in state and federal courts located in New Jersey or by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.
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 relief in court for infringement or misuse of intellectual property or unauthorised access to the Service.
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. 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 may cancel for a pro-rata refund of prepaid fees covering the remainder of your current term.
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. If you are a consumer resident in the EU or UK, this does not deprive you of the protection of mandatory provisions of your local law.
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.
- 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 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, excluding payment obligations.
- 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 Mailing address to be published, New Jersey, United States.
- Independent contractors. No partnership, joint venture, agency, or employment relationship is created by these Terms.
- Third-party beneficiaries. There are none, except our affiliates and licensors as beneficiaries of Sections 11, 12, and 13.
17.Contact
Questions about these Terms: legal@groundzones.com
Adam Kabessa, Mailing address to be published, New Jersey, United States