Terms of Sale

1. Definitions

In these Terms, the following words have the following meanings:

• "Customer": the company, organization or professional identified at the time of ordering, which subscribes to a Service for the purposes of its trade, business, craft or profession.
• "Watch": the GeoBlackout Watch service described in Part B, available at watch.geoblackout.com.
• "Pro": the GeoBlackout Pro service described in Part C.
• "Order Form": a quote, order form or other ordering document issued by GeoBlackout and accepted by the Customer, which references these Terms.
• "Subscription": the Customer's right to access and use a Service for a given Subscription Period, under a given plan or Order Form.
• "Subscription Period": the monthly or annual period (for Watch) or the term stated in the Order Form (for Pro) for which fees are due.
• "Platform Data": the data made available through the Services, including outage detections, alerts, indicators, charts, heatmaps, historical analytics and any other output generated by GeoBlackout's models.
• "Customer Data": data submitted to the Services by or on behalf of the Customer, including monitored addresses, GPS coordinates, place names, alert settings and data pushed through the API.
• "Users": individuals authorized by the Customer to access the Services under the Customer's account.

2. Scope, professional customers

2.1. These Terms apply to any order of a Service, whether placed online through the Watch self-service checkout or through an Order Form for Pro. By ticking the acceptance box at checkout, by signing an Order Form, or by using a Service, the Customer accepts these Terms without reservation.

2.2. The Services are reserved for professional customers. The Customer represents and warrants that it subscribes to the Services exclusively for purposes falling within the scope of its trade, business, craft or profession, and not as a consumer. Accordingly, the provisions of the French Consumer Code, including the 14-day right of withdrawal provided for by Article L221-18, do not apply.

2.3. These Terms, together with the applicable Order Form (for Pro), the Terms of Use and the Privacy Policy, form the entire agreement between the parties regarding the Services. They prevail over any general or specific purchasing terms of the Customer, which are expressly excluded.

2.4. In the event of a conflict between documents, the following order of precedence applies: (1) the Order Form, if any; (2) Part B or Part C of these Terms, as applicable; (3) Part A of these Terms; (4) the Terms of Use.

3. Nature of the Services

3.1. The Services rely on the analysis of crowd-sourced user reports collected by the GeoBlackout platform, processed by proprietary statistical and machine-learning models. Detections, alerts and indicators produced by the Services are data-based estimates of probable outages. They do not constitute confirmed outages, official operator communications, or measurements taken on the networks concerned.

3.2. The Customer acknowledges that:

• the Services are designed as a complement to, and not a replacement for, official operator status feeds and the Customer's own monitoring systems;
• detection depends on the density and timing of user reports in a given area; outages may occur without being detected, in particular in areas with low report density, and detections may occasionally not correspond to an actual outage;
• Platform Data is provided for informational and operational-support purposes only and must not be relied upon for emergency services, life-safety systems, or any use where a failure or inaccuracy of the data could lead to death, personal injury, or severe physical or environmental damage.

4. Account and access

4.1. Access to the Services requires the creation of an account. The Customer undertakes to provide accurate, complete and up-to-date information, and to keep it up to date for the duration of the Subscription.

4.2. The Customer is responsible for maintaining the confidentiality of its credentials and for all activity carried out under its account, including by its Users. The Customer shall notify GeoBlackout without undue delay at [email protected] of any suspected unauthorized use of its account.

4.3. The Customer ensures that its Users comply with these Terms and remains fully liable for their acts and omissions.

5. Prices and taxes

5.1. All prices are stated exclusive of taxes. Value added tax (VAT) and any other applicable taxes, duties or levies are added at the rate in force on the invoice date, based on the Customer's country and VAT status. Where a reverse-charge mechanism applies, the Customer is responsible for self-assessing the VAT due in its jurisdiction. The Customer is responsible for providing a valid VAT number where applicable.

5.2. GeoBlackout may revise its prices at any time. For Watch, revised prices apply to new Subscriptions immediately and to existing Subscriptions from the next Subscription Period, subject to at least 30 days' prior notice by email. For Pro, revised prices apply from the next renewal term, subject to at least 90 days' prior notice. If the Customer does not accept a price revision, it may terminate its Subscription with effect from the date the new price would apply.

6. Payment and late payment

6.1. Watch Subscriptions are paid by payment card through our payment provider Stripe, in accordance with Part B. Pro Subscriptions are paid against invoice in accordance with Part C. Payments are due in the currency stated at checkout or in the Order Form.

6.2. In the event of late payment, and without prior formal notice being required, the Customer shall owe: (a) late-payment interest at a rate equal to three times the French legal interest rate, and (b) the fixed recovery indemnity of EUR 40 per invoice provided for by Articles L441-10 and D441-5 of the French Commercial Code, without prejudice to any additional recovery costs on production of supporting documents.

6.3. In the event of non-payment, GeoBlackout may suspend access to the Services in accordance with Section 7.4 after notice has remained without effect for 8 days.

7. Term, termination, suspension

7.1. The term, renewal and cancellation conditions of each Service are set out in Part B (Watch) and Part C (Pro).

7.2. Either party may terminate the affected Subscription for cause if the other party commits a material breach of these Terms and fails to cure that breach within 30 days of written notice describing the breach. Termination for cause by GeoBlackout does not give rise to any refund of prepaid fees.

7.3. Upon expiry or termination of a Subscription for any reason: (a) the Customer's right to access and use the relevant Service ends; (b) for 30 days following the end of the Subscription, the Customer may request an export of its Customer Data in a standard machine-readable format; and (c) after that period, GeoBlackout may delete Customer Data, subject to legal retention obligations.

7.4. GeoBlackout may temporarily suspend access to the Services, in whole or in part, in the event of: (a) non-payment, after notice as set out in Section 6.3; (b) a serious breach of Section 8; (c) a security risk to the Services or third parties; or (d) a request from a competent authority. Where practicable, GeoBlackout will give prior notice and will limit the suspension to what is necessary. Suspension does not relieve the Customer of its payment obligations and does not extend the Subscription Period.

8. Customer obligations

The Customer undertakes to use the Services in compliance with applicable laws and these Terms. In particular, the Customer shall not:

• resell, sublicense, publish, redistribute or otherwise make Platform Data available to third parties outside its organization, whether free of charge or for consideration, except as expressly permitted in writing by GeoBlackout;
• use the Services to build, train or improve a competing product or service, or to benchmark the Services for publication without GeoBlackout's prior written consent;
• scrape, crawl or extract data from the Services other than through the interfaces and API provided, or circumvent any technical limitation, quota or address cap;
• reverse engineer, decompile or disassemble any part of the Services, except to the extent permitted by mandatory law;
• submit Customer Data that it is not entitled to use, or that infringes third-party rights;
• use the Services in breach of Section 3.2 (emergency and life-safety uses).

API access is subject to fair use. GeoBlackout may apply reasonable rate limits to preserve the stability of the Services.

9. Intellectual property and data

9.1. The Services, the underlying software, models, algorithms, databases, interfaces, documentation, trademarks and logos, and the Platform Data are and remain the exclusive property of GeoBlackout or its licensors. No rights are transferred to the Customer other than the limited rights of use expressly granted by these Terms.

9.2. Subject to payment of the applicable fees, GeoBlackout grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the subscribed Service and the Platform Data, for its internal business purposes, worldwide, for the duration of the Subscription.

9.3. Customer Data remains the property of the Customer. The Customer grants GeoBlackout a non-exclusive license to host, process and use Customer Data for the purposes of providing, securing, maintaining and improving the Services, including in aggregated or de-identified form that does not identify the Customer.

9.4. If the Customer provides feedback, suggestions or ideas about the Services, GeoBlackout may use them freely without obligation or compensation.

10. Confidentiality

10.1. Each party undertakes to keep confidential all non-public information disclosed by the other party in connection with the Services and identified as confidential or which should reasonably be understood to be confidential, including Order Forms, pricing, technical documentation and business information ("Confidential Information").

10.2. Confidential Information may only be used to perform the agreement and may only be disclosed to employees, advisers and subcontractors who need to know it and are bound by equivalent confidentiality obligations. This obligation survives for 3 years after the end of the Subscription.

10.3. This Section does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed under law or by order of a competent authority.

11. Personal data

11.1. Each party undertakes to comply with the applicable data protection regulations, including Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act.

11.2. GeoBlackout processes personal data relating to the Customer's contacts and Users (such as name, work email address, and billing information) as a data controller, for the purposes of account management, provision of the Services, billing and customer support. This processing is described in the Privacy Policy.

11.3. Where the Customer configures the Services to process personal data on its behalf (for example, alert recipients' contact details), GeoBlackout acts as a processor and processes such data only on the Customer's documented instructions. A data processing agreement compliant with Article 28 GDPR is available on request at [email protected].

12. Warranties and disclaimers

12.1. GeoBlackout undertakes to provide the Services with reasonable skill and care, as a best-efforts obligation (obligation de moyens).

12.2. Except as expressly set out in these Terms or in an Order Form, the Services and the Platform Data are provided "as is" and "as available", without any warranty of any kind. In particular, GeoBlackout does not warrant that:

• the Services will be uninterrupted, error-free or available at all times;
• every outage affecting a monitored address will be detected, or that every detection will correspond to an actual outage;
• the Platform Data will be accurate, complete or fit for a particular purpose.

12.3. No service level agreement (SLA) applies to the Services unless expressly agreed in writing, in an Order Form or in a separate Enterprise agreement. GeoBlackout may perform scheduled maintenance and will use reasonable efforts to schedule it outside peak hours and to give prior notice of material planned downtime.

13. Limitation of liability

13.1. GeoBlackout shall only be liable for direct and foreseeable damage caused by a proven breach of its obligations. To the fullest extent permitted by law, GeoBlackout shall not be liable for any indirect or consequential damage, including loss of profits, loss of revenue, loss of business, loss of data, loss of opportunity, reputational damage, or the cost of substitute services, even if advised of the possibility of such damage.

13.2. Without limiting the foregoing, GeoBlackout shall not be liable for damage resulting from: (a) an outage that was not detected or was detected late, or a detection that did not correspond to an actual outage, in accordance with Section 3; (b) decisions taken by the Customer on the basis of Platform Data; (c) the unavailability of third-party networks, services or infrastructure; or (d) misuse of the Services by the Customer or its Users.

13.3. In any event, GeoBlackout's total aggregate liability arising out of or in connection with the Services, whatever the legal basis, shall not exceed the total amount of fees (excluding taxes) actually paid by the Customer for the affected Service during the 12 months preceding the event giving rise to the claim.

13.4. Nothing in these Terms excludes or limits either party's liability for gross negligence (faute lourde) or willful misconduct (dol), for death or personal injury, or for any liability that cannot be excluded or limited under applicable law.

13.5. No claim may be brought by the Customer more than 12 months after the event giving rise to it.

14. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code, including natural disasters, war, terrorism, riots, government actions, general failures of electricity or telecommunications networks, and large-scale attacks on information systems. If a force majeure event continues for more than 60 days, either party may terminate the affected Subscription without liability; prepaid fees covering the period after termination shall be refunded pro rata.

15. Changes to the Services and Terms

15.1. GeoBlackout continuously develops the Services and may modify, add or remove features, provided such changes do not materially degrade the core functionality of the subscribed Service during a paid Subscription Period.

15.2. GeoBlackout may update these Terms. Material changes will be notified to the Customer by email or through the Services at least 30 days before they take effect. For Watch, changes apply from the next Subscription Period following the notice period. For Pro, changes apply from the next renewal term. If the Customer does not accept a material change, it may terminate the affected Subscription with effect from the date the change takes effect; continued use after that date constitutes acceptance.

16. Miscellaneous

16.1. Assignment. The Customer may not assign or transfer its Subscription without GeoBlackout's prior written consent. GeoBlackout may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets, with notice to the Customer.

16.2. Subcontracting. GeoBlackout may use subcontractors (including hosting and payment providers) to provide the Services and remains responsible for their performance.

16.3. Notices. Notices to GeoBlackout shall be sent to [email protected] or to the registered office address. Notices to the Customer may be sent to the email address associated with its account.

16.4. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision with an equivalent economic effect.

16.5. No waiver. The failure of a party to enforce a provision of these Terms shall not constitute a waiver of that provision or of any other provision.

16.6. Evidence. The parties agree that records, logs and electronic acceptance mechanisms implemented by GeoBlackout constitute admissible evidence of orders, acceptance of these Terms and use of the Services.

16.7. Independent parties. Nothing in these Terms creates any partnership, agency or employment relationship between the parties.

16.8. Survival. Sections 9, 10, 11, 13, 17 and any provision which by its nature should survive shall survive the end of the Subscription.

16.9. Reference. Unless the Customer objects in writing, GeoBlackout may identify the Customer by name and logo as a customer of the Services in its commercial materials.

17. Governing law and jurisdiction

These Terms are governed by French law. Any dispute relating to their validity, interpretation, performance or termination which cannot be settled amicably shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris), notwithstanding multiple defendants or third-party claims, including for urgent or protective proceedings.

B1. Description

GeoBlackout Watch is a self-service monitoring service that tracks telecom and power outage signals at the addresses and GPS coordinates added by the Customer, and pushes alerts to the channels configured by the Customer (such as email, webhook, Slack, Microsoft Teams or SMS, depending on the plan). The features included in each plan are those described on the Watch pricing page at the time of order.

B2. Plans and pricing

Watch is offered as a subscription, in plans capped by the number of monitored addresses. The plans and monthly prices in force on the date of these Terms are as follows:

All prices are exclusive of taxes (Section 5). The applicable currency is the one displayed at checkout for the Customer's country. This table is provided for information; in the event of a discrepancy, the prices displayed on the Watch pricing page at the time of order prevail, and price revisions are governed by Section 5.2.

B3. Billing cycles and renewal

B3.1. Watch Subscriptions are billed in advance, on a monthly basis or, where offered, on an annual basis. Payment is made by payment card through Stripe; the Customer authorizes GeoBlackout and Stripe to charge the registered card at the start of each Subscription Period.

B3.2. Subscriptions renew automatically at the end of each Subscription Period (each month for monthly billing, each year for annual billing) at the then-applicable price, unless cancelled in accordance with Section B6.

B3.3. If a payment fails, GeoBlackout may retry the charge and will notify the Customer. If payment remains outstanding, Section 6.3 applies.

B4. Free trial

B4.1. The Starter and Team plans include a 30-day free trial, limited to one trial per Customer. A valid payment card is required to start the trial; no charge is made during the trial period.

B4.2. Unless the Customer cancels before the end of the trial period, the trial automatically converts into a paid Subscription and the card is charged for the first Subscription Period at the price of the selected plan. Cancellation during the trial is free of charge and takes effect immediately.

B4.3. GeoBlackout may modify or withdraw trial offers at any time for future sign-ups, and may refuse or terminate a trial in the event of abuse (including multiple trials by the same organization).

B5. Plan changes

B5.1. The Customer may upgrade to a higher plan at any time. The upgrade takes effect immediately; the price difference for the remainder of the current Subscription Period is charged on a pro-rata basis, and the new price applies from the next Subscription Period.

B5.2. The Customer may downgrade to a lower plan at any time. The downgrade takes effect at the start of the next Subscription Period, provided the number of monitored addresses does not exceed the cap of the target plan. No refund or credit is due for the current period.

B5.3. Each plan is capped by address count. The Customer may not add addresses beyond the cap of its plan; monitoring additional addresses requires an upgrade.

B6. Cancellation and refunds

B6.1. The Customer may cancel its Watch Subscription at any time from its account settings or by writing to [email protected]. Cancellation takes effect at the end of the current Subscription Period (the current month for monthly billing, the current year for annual billing). The Customer retains access to the Service until that date.

B6.2. Fees are non-refundable. No refund or credit is due for partial Subscription Periods, unused addresses or unused features, except where expressly provided by these Terms (Sections 5.2, 14 and 15.2) or required by mandatory law.

B7. Service levels

Watch plans are provided on a best-efforts basis, without any service level agreement or availability, latency or detection commitment. Figures shown on the Watch website (such as typical detection latency) are indicative performance observations, not contractual commitments. Contractual SLAs are available only under the Enterprise plan, pursuant to a separate written agreement.

B8. Enterprise plan

The Enterprise plan (300 monitored addresses and above) is subject to a custom quote and an Order Form. It may include volume discounts, dedicated support and a custom SLA. Unless otherwise stated in the Order Form, Enterprise Subscriptions are governed by Part A, this Part B and the terms of the Order Form, which prevails in the event of a conflict.

C1. Description

GeoBlackout Pro is a network intelligence service for telecom operators and similar professional organizations. It provides access to real-time and historical outage data, dashboards, comparative views, geolocated alerts, APIs and related features, for the Customer's network operations, marketing and customer service teams. The exact scope of the Service (features, data perimeter, number of Users, options) is defined in the Order Form.

C2. Ordering and Order Forms

C2.1. Pro is sold exclusively through Order Forms. A quote issued by GeoBlackout is valid for 30 days from its date of issue, unless otherwise stated. The Subscription is formed when the Customer accepts the Order Form (by signature, including electronic signature, or by written confirmation).

C2.2. Each Order Form incorporates these Terms by reference. In the event of a conflict between an Order Form and these Terms, the Order Form prevails for the Subscription concerned.

C3. Term and renewal

C3.1. Unless otherwise stated in the Order Form, each Pro Subscription is entered into for an initial term of 12 months from the start date stated in the Order Form.

C3.2. At the end of the initial term, the Subscription renews automatically for successive 12-month periods, unless either party gives written notice of non-renewal at least 90 days before the end of the current term. Notice by the Customer shall be sent to [email protected].

C3.3. Except in the cases provided for by Sections 5.2, 7.2, 14 and 15.2, the Subscription may not be terminated before the end of the current term, and all fees for the current term remain due.

C4. Fees and invoicing

C4.1. Pro fees are set out in the Order Form. Unless otherwise stated in the Order Form, fees are invoiced annually in advance at the start of each term.

C4.2. Invoices are payable by bank transfer within 30 days of the invoice date, without discount for early payment. Late payment is governed by Section 6.2.

C4.3. Fees for any options or additional services ordered during a term are invoiced pro rata for the remainder of the current term, unless otherwise stated in the Order Form.

C5. Scope of use

C5.1. The Pro license is granted for the Customer's internal business purposes only, within the organization and data perimeter defined in the Order Form. Platform Data may be used to support the Customer's internal operations, marketing and customer service activities, but may not be resold, republished, redistributed or otherwise made available to third parties, in raw or derived form, except with GeoBlackout's prior written consent.

C5.2. Where the Customer uses Platform Data to inform its own commercial or marketing actions (including geotargeted campaigns based on competitor outage intelligence), the Customer is solely responsible for ensuring that such actions comply with the laws applicable to it, including competition, consumer protection, advertising and data protection laws. GeoBlackout provides data, not legal advice, and accepts no liability for the Customer's use of the data in its campaigns and communications.

C5.3. Where the Customer feeds its own incident or field data into the Services (Reports Connect API), such data constitutes Customer Data under Section 9.3.

C6. Onboarding and professional services

Any onboarding, training, integration or other professional services are described in the Order Form, together with their fees and any assumptions or Customer dependencies. Unless otherwise stated, professional services are provided remotely and on a best-efforts basis, and any dates are indicative.

C7. Service levels

No SLA applies to Pro unless expressly set out in the Order Form. Where an SLA is agreed, the remedies stated in it (such as service credits) are the Customer's sole and exclusive remedy for the availability or performance levels it covers.