## 1. Agreement to these Terms
These Terms and Conditions ("Terms") are a binding agreement between you and GioKB LLC, an Oregon limited liability company ("GioKB," "we," "us," or "our"). They govern your use of our website at giokb.com, the GioKB platform, our application programming interfaces ("APIs"), our geospatial data products, and our SMS text messaging program (together, the "Services").
By creating an account, clicking "I agree," accessing the Services, or using an API key, you accept these Terms and our Privacy Policy. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" means both you and the organization. If you do not agree, do not use the Services.
If you have a separately signed agreement with GioKB (for example, a master services agreement or order form), that agreement controls where it conflicts with these Terms.
Effective date: October 7, 2026. Last updated: October 7, 2026.
## 2. Eligibility and accounts
You must be at least 18 years old and able to form a binding contract to use the Services. The Services are not directed to anyone under 18.
**Account registration.** You must provide accurate, current, and complete information when you create an account and keep it updated. You may sign in using a supported single sign-on provider; your use of that provider is governed by its own terms.
**Account security.** You are responsible for everything that happens under your account and API keys, whether or not you authorized it. Keep your password and API keys confidential, do not share credentials between people, and notify us at security@giokb.com within 24 hours of discovering any unauthorized use. We are not liable for losses caused by unauthorized use of your credentials that you did not promptly report.
**API keys.** You may create API keys from your account settings. Each key is tied to your account and inherits its permissions and plan limits. You may rotate or revoke keys at any time, and we may revoke a key that we reasonably believe has been compromised or misused. Keys embedded in client-side code, public repositories, or shared with third parties are treated as compromised.
**Organization accounts.** An organization administrator may create, manage, suspend, and remove member accounts and keys within the organization, and can access data those members store in the organization's workspace. Members are bound by these Terms and by any additional rules the administrator sets.
## 3. The Services and your license
Subject to these Terms and payment of applicable fees, GioKB grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription term for your internal business purposes or, for individual plans, your personal use.
**What is included.** The license covers the GioKB web application, the APIs documented at giokb.com/docs, the data products available under your plan, and any client libraries we publish. Usage limits (requests per minute, storage, data egress, seats) are set by your plan and shown in your account dashboard.
**What is not included.** You may not, and may not allow anyone else to:
1. Copy, modify, translate, or create derivative works of the Services, except as expressly permitted for data products in Section 6.
2. Reverse engineer, decompile, or attempt to extract source code, models, or underlying data structures from the Services.
3. Resell, sublicense, rent, lease, or offer the Services to third parties as a service bureau or white-label product without a written reseller agreement with GioKB.
4. Remove or alter proprietary notices, attribution, or watermarks.
5. Use the Services to build a competing product or to benchmark the Services for publication without our written consent.
6. Exceed the usage limits of your plan by technical workarounds, including rotating accounts or keys to avoid rate limits.
**Client libraries and open-source components.** Client libraries we release under an open-source license are governed by that license, not by this section. The Services incorporate third-party open-source software; a current list is available at giokb.com/legal/open-source.
## 4. Acceptable use
You agree not to use the Services to:
1. Violate any law, regulation, or third-party right, including export control and sanctions laws, privacy laws, and intellectual property rights.
2. Upload, process, or distribute data you do not have the right to use, including data obtained by unauthorized scraping of third-party sites or services.
3. Store or transmit malware, or probe, scan, or test the vulnerability of the Services or any network connected to them without our written authorization. Responsible disclosure reports are welcome at security@giokb.com.
4. Interfere with the Services, including by sending traffic designed to degrade them, bypassing rate limits, or using automated means to access the Services other than through the documented APIs.
5. Access another customer's account, data, or workspace without authorization.
6. Use location or imagery data to identify, track, or surveil specific individuals, or to make decisions that produce legal or similarly significant effects on individuals without a lawful basis.
7. Upload personal data of individuals under 13, protected health information, payment card data, or government-issued identification numbers unless we have agreed in writing to process that category of data.
8. Send unsolicited messages, phish, or impersonate GioKB, its employees, or any other person.
**Rate limits and fair use.** Default API limits are 600 requests per minute per key and 10 concurrent long-running jobs per account unless your plan states otherwise. We may throttle traffic that exceeds these limits or that, in our reasonable judgment, threatens the stability of the Services for other customers.
**Enforcement.** We may investigate suspected violations and may remove content, throttle or suspend access, or terminate accounts under Section 11. Where practical, we will notify you and give you 5 business days to cure before suspending, except where the violation creates an immediate risk to the Services, other customers, or third parties.
## 5. Fees, billing, and refunds
**Plans and pricing.** Current plans and prices are published at giokb.com/pricing. Paid plans are billed in U.S. dollars in advance, monthly or annually depending on the plan you choose. Usage-based charges (such as data egress or compute beyond your plan's included amount) are billed in arrears at the end of each billing cycle at the rates shown on the pricing page.
**Payment.** You authorize us and our payment processor to charge your payment method for all fees when due. Invoiced customers must pay within 30 days of the invoice date. Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and we may suspend the Services 10 days after written notice of non-payment.
**Automatic renewal.** Subscriptions renew automatically for the same term unless you cancel at least 1 day before the renewal date (monthly plans) or 30 days before the renewal date (annual plans). You can cancel from your account settings or by emailing billing@giokb.com. Cancellation takes effect at the end of the current term; you keep access until then.
**Refunds.** New paid subscriptions may be cancelled for a full refund within 14 days of the first charge, provided usage-based charges during that period are under $50. Otherwise fees are non-refundable, and there are no refunds or credits for partial terms, downgrades, or unused capacity, except where required by law or expressly provided in a signed agreement.
**Price changes.** We may change prices with at least 30 days' notice by email and in your dashboard. Changes apply at your next renewal. If you do not accept a price change, cancel before the renewal date.
**Taxes.** Fees exclude sales, use, VAT, GST, and similar taxes. You are responsible for all such taxes except taxes on our net income. If you are tax-exempt, send a valid exemption certificate to billing@giokb.com before your next invoice.
**Free tier and trials.** Free plans and trials are provided without charge and may be modified, limited, or discontinued at any time. We may delete free-tier accounts and their data after 90 days of inactivity, with 14 days' notice by email.
## 6. Your data, our data, and outputs
**Your data.** You own the data, files, imagery, vectors, and other content you upload to or generate through the Services ("Customer Data"). You grant GioKB a worldwide, non-exclusive license to host, store, process, transmit, and display Customer Data solely to provide, secure, and improve the Services and as otherwise permitted by our Privacy Policy. You are responsible for the accuracy and legality of Customer Data and for having all rights needed to upload it.
**GioKB data products.** Datasets, tiles, catalogs, and derived layers we make available through the Services ("GioKB Data") are licensed, not sold. During your subscription you may use GioKB Data within your own applications and analyses and may display it to your end users, provided you do not redistribute GioKB Data as a standalone dataset, bulk-download it beyond your plan's limits, or make it available to third parties in a form that substitutes for the Services. Some datasets carry additional terms from their original providers, shown on the dataset's page; those terms also apply.
**Outputs.** Analyses, exports, and derived results you create from a combination of Customer Data and GioKB Data ("Outputs") are yours to use for any purpose, subject to the redistribution limits on GioKB Data above and any third-party provider terms.
**Attribution.** When you publicly display GioKB Data or Outputs that are substantially derived from it, include the attribution "Data: GioKB" or the attribution shown on the dataset's page.
**Aggregate and usage data.** We may collect and use usage metrics, performance data, and aggregated, de-identified statistics about how the Services are used. We will not sell Customer Data or publish statistics that identify you or your end users.
**Feedback.** If you send us suggestions, bug reports, or feature ideas, we may use them without restriction or compensation to you.
## 7. Intellectual property
GioKB and its licensors own all right, title, and interest in the Services, including software, APIs, documentation, designs, models, and GioKB Data, and all related intellectual property rights. Except for the limited license in Section 3 and the rights in Customer Data and Outputs in Section 6, nothing in these Terms transfers any ownership to you.
**Trademarks.** GioKB, the GioKB logo, and our product names are trademarks of GioKB LLC. You may not use them without our prior written permission, except to accurately identify GioKB as the source of data in the attribution required by Section 6.
**Third-party data.** GioKB Data may include content licensed from government agencies, satellite operators, and other providers. Those providers retain their rights in their content and are third-party beneficiaries of the restrictions in these Terms that protect their content.
**Copyright complaints.** If you believe content on the Services infringes your copyright, send a notice under the Digital Millennium Copyright Act to our designated agent at dmca@giokb.com or by mail to the address in Section 14. Include a description of the work, the location of the allegedly infringing material, your contact information, a statement of good-faith belief, a statement under penalty of perjury that the notice is accurate and that you are authorized to act, and your physical or electronic signature. We will respond to valid notices and may terminate repeat infringers.
## 8. SMS text messaging terms
**Program description.** By providing your mobile number and opting in, you agree to receive text messages from GioKB about account security (such as verification codes and login alerts), service notifications (such as job completion, quota warnings, and incident updates), and occasional promotional offers. Messages are sent from (541) 555-0142.
**Consent and frequency.** Consent is not a condition of purchase. Message frequency varies; you can expect up to 4 messages per month for service notifications plus any verification codes you request. Promotional messages will not exceed 2 per month.
**Costs.** Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.
**Opting out.** Reply STOP to any message to cancel. You will receive one confirmation message and no further texts unless you opt in again. Opting out of promotional texts does not stop security codes you request when signing in; to stop those, disable SMS verification in your account settings.
**Help.** Reply HELP to any message or contact support@giokb.com or (541) 555-0142 for assistance.
**Your number.** You represent that you are the owner or authorized user of the mobile number you provide, and you agree to notify us at support@giokb.com if you change or give up that number.
**Privacy.** Mobile opt-in information and consent are not shared with or sold to third parties for marketing purposes. See our Privacy Policy for details on how we handle your information.
## 9. Privacy, confidentiality, and security
**Privacy.** Our Privacy Policy at giokb.com/privacy explains what personal information we collect and how we use it. It is incorporated into these Terms.
**Confidentiality.** Each party will protect the other's non-public information marked or reasonably understood as confidential (including Customer Data, pricing, and non-public product plans) using at least reasonable care, and will use it only to perform under these Terms. This obligation does not cover information that is publicly available, independently developed, or lawfully received from a third party, and it lasts for 3 years after your account closes, except for Customer Data and trade secrets, which stay protected as long as they remain confidential or until deleted.
**Security.** We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit (TLS 1.2 or higher) and at rest, role-based access controls, logging of access to production systems, and annual third-party penetration testing. We will notify you without undue delay, and in any case within 72 hours of confirming it, of any unauthorized access to Customer Data that affects your account.
**Data location.** Customer Data is stored in cloud regions in the United States unless your plan or a signed agreement specifies a different region.
**Compelled disclosure.** If we are legally required to disclose Customer Data, we will notify you before doing so where the law permits, so you can seek a protective order.
## 10. Availability, support, and changes to the Services
**Availability.** We aim for 99.9% monthly uptime for the APIs and web application, measured at our service boundary and excluding scheduled maintenance. If uptime in a calendar month falls below 99.9%, paid customers may request a service credit of 10% of that month's subscription fee (25% below 99.0%) by emailing support@giokb.com within 30 days after the month ends. Credits are your sole remedy for downtime and are applied to future invoices.
**Scheduled maintenance.** We will give at least 48 hours' notice of planned maintenance expected to cause downtime, posted at status.giokb.com, and will schedule it outside 6:00 a.m. to 8:00 p.m. Pacific Time on business days where practical.
**Support.** All paid plans include email support at support@giokb.com with a first-response target of 1 business day. Business hours are 8:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding U.S. federal holidays. Faster response targets are available on plans that include priority support.
**Changes to the Services.** We continuously improve the Services and may add, change, or remove features. We will give at least 90 days' notice before retiring an API version or removing a feature that paid customers rely on, and at least 30 days' notice before discontinuing a dataset, unless a provider or legal requirement forces a shorter period.
**Beta features.** Features labeled beta, preview, or experimental are provided as-is, may change or be withdrawn without notice, are excluded from the availability commitment above, and should not be used for production workloads.
## 11. Term, suspension, and termination
**Term.** These Terms apply from the moment you first use the Services and continue until your account is closed.
**Termination by you.** You may close your account at any time from account settings or by emailing support@giokb.com. Closing your account cancels any subscription at the end of the current paid term; fees already paid are not refunded except under Section 5.
**Suspension by us.** We may suspend your access, in whole or in part, if you are more than 10 days late on payment after notice, if we reasonably believe your use violates Section 4 or threatens the security or integrity of the Services, or if required by law. We will lift the suspension promptly once the issue is resolved.
**Termination by us.** We may terminate your account on 30 days' written notice for any reason, or immediately if you materially breach these Terms and do not cure within 10 days of notice, if you become insolvent, or if your use exposes GioKB to legal liability. We may also terminate accounts that have been inactive for 24 months, with 30 days' notice by email.
**Data export and deletion.** For 30 days after termination, you may export Customer Data and Outputs through the Services or by request to support@giokb.com. After that period we will delete Customer Data from active systems within 30 days and from backups within 90 days, except where retention is required by law.
**Survival.** Sections 5 (amounts owed), 6, 7, 9, 12, 13, and 14 survive termination.
## 12. Disclaimers, limitation of liability, and indemnification
**Disclaimers.** EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND GIOKB DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." GIOKB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GEOSPATIAL DATA, IMAGERY, AND DERIVED ANALYSES MAY CONTAIN ERRORS, OMISSIONS, POSITIONAL INACCURACIES, AND OUT-OF-DATE INFORMATION. GIOKB DATA IS NOT INTENDED FOR USE AS THE SOLE BASIS FOR NAVIGATION, EMERGENCY RESPONSE, LIFE-SAFETY DECISIONS, OR ANY APPLICATION WHERE AN ERROR COULD CAUSE DEATH, INJURY, OR SIGNIFICANT PROPERTY OR ENVIRONMENTAL DAMAGE. YOU ARE RESPONSIBLE FOR VALIDATING DATA FOR YOUR USE CASE.
**Limitation of liability.** TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY. GIOKB'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO GIOKB IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100. THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 9 (CONFIDENTIALITY), INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.
**Your indemnification.** You will defend, indemnify, and hold harmless GioKB and its officers, employees, and contractors from any third-party claim, and the resulting damages, costs, and reasonable attorneys' fees, arising from Customer Data, your Outputs, your use of the Services in violation of these Terms or the law, or your end users' use of applications you build on the Services.
**Our indemnification.** GioKB will defend you against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, and will pay resulting damages and costs finally awarded or agreed in settlement. If such a claim arises, we may modify the Services, obtain a license, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for the unused term. This does not cover claims based on Customer Data, third-party provider data, modifications not made by us, or combinations with products we did not supply.
**Procedure.** The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (no settlement may admit fault on behalf of the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
## 13. Governing law and dispute resolution
**Governing law.** These Terms are governed by the laws of the State of Oregon and applicable U.S. federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
**Informal resolution first.** Before filing a claim, you agree to send a written description of the dispute to legal@giokb.com, and we agree to do the same to your account email. The parties will try in good faith to resolve the dispute within 45 days of that notice.
**Arbitration.** If the dispute is not resolved informally, it will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or Consumer Arbitration Rules where they apply). The arbitration will be conducted by one arbitrator in Eugene, Oregon, or by video conference if either party requests it and the amount in dispute is under $25,000. The arbitrator's decision is final and may be entered in any court with jurisdiction. Each party pays its own attorneys' fees unless the arbitrator finds a claim was frivolous. For consumers, GioKB will pay all AAA filing and arbitrator fees for claims under $10,000.
**Exceptions.** Either party may bring an individual claim in small claims court in Lane County, Oregon, or seek an injunction in court to protect its intellectual property or confidential information.
**Class action waiver.** Disputes must be brought on an individual basis. You and GioKB each waive the right to participate in a class, collective, or representative action, and the arbitrator may not consolidate claims of more than one person. If this waiver is found unenforceable for a particular claim, that claim will be heard in court rather than in arbitration.
**Opt-out.** You may opt out of arbitration by emailing legal@giokb.com within 30 days of first accepting these Terms, with your name, account email, and a statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.
**Venue.** For any dispute not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Lane County, Oregon, and waive any objection to venue there.
**Time limit.** Any claim arising out of the Services must be filed within 1 year after it arises, or it is permanently barred, to the extent permitted by law.
## 14. General provisions and contact
**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 and by posting a notice in your dashboard; other changes take effect when posted at giokb.com/terms. Continued use after the effective date means you accept the revised Terms. If you do not agree, close your account before the changes take effect.
**Notices.** Notices to you will be sent to the email address on your account. Notices to GioKB must be sent to legal@giokb.com, with a copy by mail to the address below, and are effective when received.
**Export compliance.** You may not use or export the Services in violation of U.S. export laws, and you represent that you are not located in, and are not a national of, a country subject to U.S. embargo, and are not on any U.S. government restricted-party list.
**U.S. government users.** The Services are commercial computer software and commercial computer software documentation. Government users acquire only the rights set out in these Terms, consistent with FAR 12.212 and DFARS 227.7202.
**Assignment.** You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all your assets, with notice to us. We may assign these Terms to an affiliate or successor. Any other attempted assignment is void.
**Force majeure.** Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, cloud provider outages, internet failures, labor disputes, or government action, provided it uses reasonable efforts to resume performance.
**Independent contractors.** The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
**Entire agreement; severability; waiver.** These Terms, the Privacy Policy, and any order form or signed agreement are the entire agreement between you and GioKB about the Services and replace all prior discussions. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect. A failure to enforce any provision is not a waiver of the right to enforce it later.
**Electronic agreement.** You agree that clicking to accept, creating an account, or using the Services constitutes an electronic signature with the same legal effect as a handwritten one.
