Terms of Use

1. Contractual Relationship. These terms of use are entered into by and between you and GeoPay, LLC (“GeoPay”). These terms and conditions, together with the Privacy Policy expressly incorporated herein by reference, (collectively, the “Terms”) govern your access to and use of the mobile application (“Community: Events & Rewards”), website (“GeoPay Website,” and together with “Community: Events & Rewards”, the “GeoPay Platform”), content, and services (the “Services”) made available by GeoPay. The Services enable users to discover events to attend, earn points based on event attendance, and access exclusive coupons, vouchers, free merchandise, and promotions, which are made available by third party providers through the GeoPay Platform.

Please read the Terms carefully before you begin to access and use the Services. By creating an account on the GeoPay Platform and accessing the Services, you accept and agree to be bound by these Terms. If you do not accept and agree to these Terms, you may neither register an account nor use the Services. GeoPay may revise these Terms at any time. Any amendments will be effective upon GeoPay’s posting of such updated Terms at this location. Your continued access or use of the Terms after such posting confirms your consent to be bound by the Terms, as amended.

2. Eligibility. The Services are offered and available to users who are at least eighteen (18) years old. You must be at least 18 years of age to access the Services or register and maintain an account on the GeoPay Platform. By using the Services and creating an account, you represent that you are of a legal age to form a binding contract with GeoPay. If you do not meet the requirements for eligibility, you must neither use the Services nor register an account.

3. Access. Account registration may require you to provide certain personal details, including but not limited to your name, e-mail address, and mobile phone number, as well as a valid payment method supported by GeoPay. By signing up and accepting these terms and conditions, you verify that it is permissible to contact you via text message for the purpose of account verification. You agree that all information provided by you is governed by our Privacy Policy available at thegeopay.com/privacy. You agree to maintain accurate and complete information in your account. Your failure to maintain accurate account information may result in your inability to access your account and the Services. You are responsible for the activity that occurs under your account. You agree to maintain the security and secrecy of your account username and password at all times. You agree to notify GeoPay of any unauthorized access to your account, your username or password, and any other related breach of security.

GeoPay reserves the right to withdraw or amend the Services in its sole discretion without notice. GeoPay will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, GeoPay may restrict access to some parts of the Services. GeoPay reserves the right to disable your account, if in GeoPay’s reasonable opinion, you have violated these Terms, or your account has been accessed by an unauthorized user.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. GeoPay does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

4. License. Subject to your compliance with the Terms, GeoPay grants you a limited, nonexclusive, revocable, and non-transferable license to access and use the Services on your personal device solely in connection with your use of the Services and to access and use any content, information and related materials that may be made available through the Services for your personal use. The limited rights granted to you prohibit your right to sublicense.

5. Ownership. Subject to the limited rights expressly granted to you herein, GeoPay reserves all rights, title and interest in and to the Services. The GeoPay Platform and their entire contents, features and functionality are owned by GeoPay, its licensors, or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret and other intellectual property rights laws. Neither the Terms nor your use of the Services grant you (A) any rights in or related to the Services, except the limited license granted in Section 5 of these Terms, or (B) the right to use or reference in any manner GeoPay’s name, logo, product, services, or other intellectual property.

6. Prohibited Acts. You may use the Services only for lawful purposes and in accordance with these Terms. You agree that you shall not:

a. Access or use the Services or create an account unless you are competent and legally able to in accordance with these Terms;

b. Use the Services for fraudulent purposes or engage in any libelous, malicious, offensive, obscene, unlawful, indecent or objectionable conduct;

c. Use any manual process to monitor or copy any of the material on the website or for any other purpose not expressly authorized in these Terms, without our prior written consent.

d. License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercial exploit the Services;

e. Utilize the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with another party’s use of the Services;

f. Send or introduce any viruses, worms, Trojan horses or other material that is malicious or technologically harmful;

g. Attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services;

h. Circumvent any functionality that controls access to or otherwise protects the Services; and

i. Permit any third party to engage in any of the foregoing.

7. Monitoring and Enforcement. GeoPay reserves the right to:

a. Take any action with respect to your use of the Services that we deem necessary or appropriate in our sole discretion, including if we believe that such use violates the Terms, including infringement of any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services, or could create liability for GeoPay;

b. Disclose your identity or other information about you to any third party who claims that your use of the Services violates their rights, including their intellectual property rights or their right to privacy;

c. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services;

d. Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms;

e. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS GEOPAY ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY GEOPAY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER GEOPAY OR LAW ENFORCEMENT AUTHORITIES.

GeoPay cannot monitor all user interaction with the Services; Accordingly, GeoPay assumes no liability for any action or inaction regarding a user’s inappropriate or unlawful use of the Services.

8. Reliance. The information presented on or through the website or mobile applicable is made available solely for general information purposes. GeoPay does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. GeoPay disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other user, or by anyone who may be informed of any of its contents.

The website or mobile applicable may include content provided by third parties. This third party content remains the responsibility of the person or entity providing those materials. GeoPay is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

9. WARRANTY DISCLAIMER. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GEOPAY NOR ANY PERSON ASSOCIATED WITH GEOPAY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. GEOPAY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE, MOBILE APPLICABLE, CONTENT, AND ANY SERVICES RELATED THERETO. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEOPAY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON¬ INFRINGEMENT.

10. LIMITATION OF LIABILITY. IN NO EVENT WILL GEOPAY, ITS AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

11. Indemnification. You agree to defend, indemnify, and hold harmless GeoPay, its affiliates, licensors, and its and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your use of the Services, your account, your violation of these Terms, your violation of any law, rule, regulation or authority in connection with your use of the Services, and any negligent, reckless or intentional acts or omissions committed by you in connection with your use of the Services.

12. Governing Law. All matters related to the Services and these Terms, and any dispute or claim arising therefrom shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law principles. Any legal action or proceeding arising out of or related to the Services or these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania, in each case located in Allegheny County.

13. Arbitration. At GeoPay’s sole discretion, GeoPay may require you to submit any disputes arising from the Services or these Terms including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Pennsylvania law.

14. No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

15. Severability. If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability.

16. Assignability. You may not assign these Terms or any of your rights or obligations hereunder without GeoPay’s prior written consent. GeoPay may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 17 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

17. Use of Logo. By accessing and using the GeoPay website, you hereby grant GeoPay permission to utilize your logo for marketing purposes. This includes but is not limited to, displaying your logo on our website, promotional materials, social media channels, and other marketing collateral. GeoPay reserves the right to modify, resize, or otherwise adapt your logo as necessary for marketing purposes. You acknowledge and agree that GeoPay may use your logo in accordance with this provision without any further approval or compensation from you.

18. Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

April 3, 2024