Terminology

Pen-Link Software. Pen-Link Software is software developed and manufactured by Pen-Link, Ltd.

Pen-Link Customer (also “Customer”). A Pen-Link Customer, or Customer, is any agency or other entity that has one or more current, valid Licenses for Pen-Link Software purchased from or through Pen-Link, Ltd.

Basic Technical Support Package. Entitles our customers to normal business hours telephone support at Pen-Link, Ltd.’s published number and/or assistance via e-mail.

Standard Maintenance and Support. Standard Maintenance is a Maintenance option that includes Software Updates, Software Upgrades, and Basic Technical Support as defined herein.

Premium Maintenance and Support. Premium Maintenance is a Maintenance option that includes Software Updates, Software Upgrades, and Premium Technical Support as defined herein.

Software Update. A Software Update is an enhancement including additions, changes, and bug fixes to Pen-Link Software that is already in the applicable commercial market. Software Updates occur within the same major version number of an existing software product. For example, replacing Pen-Link v8.1.29.0 with Pen-Link v8.1.30.0 would constitute a Software Update. Such an update is often referred to as a New Build of the Pen-Link Software.

Software Upgrade. A Software Upgrade is the replacement of an older major version of an existing Pen-Link Software product or products, with a newer major version of a Pen-Link Software product or products, to the extent required to maintain the same operational functionality that was supported by the Pen-Link Software prior to the upgrade. For example, upgrading from Pen-Link Version 7 to Pen-Link Version 8 (where 8 is the newer major version) would constitute a Software Upgrade, so long as the installation of the newer version of the PenLink Software supported at least the same operational functionality that the Customer had under Pen-Link version 7. Upgrades do not apply to new software products that Pen-Link, Ltd. may release to the commercial market from time to time in the future.

Basic Technical Support (also “Basic Support”). Basic Technical Support is a Support option that includes telephone-based Technical Support for the Pen-Link Software licensed by the Customer. Basic Technical Support also includes assistance via email or other automated processes such that Pen-Link, Ltd. may deem fit to offer. Basic Technical Support may be obtained by contacting Pen-Link, Ltd. via its published, main telephone number (currently 402-421-8857), its general support email account ([email protected]), or its World Wide Web site (www.penlink.com). Basic Technical Support is available Monday through Friday, from 8:00 AM to 5:00 PM Central time, except for holidays.

Premium Technical Support (also “Premium Support”). Premium Technical Support is a Support option that includes all of the support services offered with Basic Technical Support (Section 1.8), plus Emergency After-Hours support for live communication interception and collection operations. Emergency After-Hours support services may be accessed through methods, including telephone access, that are provided to the customer at the time of purchase. Emergency After-Hours support services are available Monday through Friday, from 5:01 PM – 7:59 AM Central time and all-day Saturday & Sunday, including holidays.

Maintenance and Support Agreement (“Agreement”). This Maintenance and Support Agreement is the Agreement between Pen-Link, Ltd. and the Customer regarding the terms and conditions under which the Maintenance and Support Services described in this document are purchased and provided.

Software

Maintenance is an optional service offered by Pen-Link, Ltd. to augment a purchase of Pen-Link Software.  Maintenance may be purchased by a Pen-Link Customer along with, or subsequent to, the purchase of Pen-Link Software.

Maintenance is offered only pursuant to a Maintenance and Support Agreement between the Customer and Pen-Link, Ltd.

Pen-Link, Ltd. offers two levels of Maintenance that a Customer may purchase: Standard Maintenance and Premium Maintenance, as defined in Sections 1.4 and 1.5 respectively.

Maintenance applies only to software developed and manufactured by Pen-Link, Ltd. Maintenance does not apply to software developed and manufactured by companies other than Pen-Link, Ltd. Unless otherwise specified in a separate, written agreement between Pen-Link, Ltd. and the Customer, to which Pen-Link, Ltd. is a signatory party, Maintenance does not include updates, upgrades, or bug fixes to, or new releases of, any third-party software or hardware purchased through Pen-Link, Ltd. or with the assistance of Pen-Link, Ltd. Support for third party software and hardware products bundled with Pen-Link, Ltd. licensed Pen-Link Software is available only according to the third-party manufacturer’s support policies. 

All Maintenance deliveries are subject to the terms and conditions of the applicable End User License Agreement EULA for the Licensed Software.

Technical Support (“Support”)

Technical Support is an optional service offered by Pen-Link, Ltd. to support a Customer in the authorized use of licensed PenLink Software.

Support is offered only pursuant to a Maintenance and Support Agreement between the Customer and Pen-Link, Ltd.

Pen-Link, Ltd. offers two levels of Technical Support: Basic Technical Support and Premium Technical Support, as defined in Sections 1.8 and 1.9 respectively.

Pen-Link, Ltd. will make every reasonable attempt to answer a Customers Support questions and address a Customer’s Support concerns. However, Support is offered on a good faith, diligent effort basis only, and Pen-Link, Ltd. may not be able to resolve every request for Support.

Technical Support is provided for ongoing, operational use of the licensed Pen-Link Software; Support is not intended to be a substitute for training or professional services necessary for the implementation or system redesign of the licensed Pen-Link Software, which are outside the scope of this agreement. All such services, including without limitation, training, on-site assistance, consultation, custom programming and other software customizations, network design, and database and network administration, may be provided pursuant to separate agreements with and by Pen-Link, Ltd.

Unless otherwise specified in a separate, written agreement between Pen-Link, Ltd. and the Customer, to which Pen-Link, Ltd. is a signatory party, Support is available only for the current and immediately preceding version of the licensed Pen-Link Software. Support for a previous version of Pen-Link Software is provided up to a maximum of eighteen (18) months after the release of the current version of software, provided that the Customer and Pen-Link, Ltd. are parties to a current Maintenance and Support Agreement.

Unless otherwise specified in a separate, written agreement between Pen-Link, Ltd. and the Customer, to which Pen-Link, Ltd. is a signatory party, Support does not include any of the following:

• Support for database products or so-called DBMS or Database Management Systems, including without limitations, setup and alteration and/or configuration of such products, and resolution of errors related directly to such products.
• Resolving network, workstation, or other environmental errors not directly related to the licensed Pen-Link Software.
• Support for any licensed Pen-Link Software working on or with any version of any database, Database Management System, operating system, or other hardware or software product or system that is not specifically identified as interoperable and compatible with the specific version of the license Pen-Link Software being used.
• Support for any alpha, beta, or other preproduction release of any software, including Pen-Link Software.
• Support for any changes to Pen-Link Software made outside of the product’s scope by a customer or by any third party.
• Support for any licensed Pen-Link Software that is used for a purpose, or in a manner, for which it was not designed.

Terms and Conditions

Maintenance and Support Agreements are options made available by Pen-Link, Ltd. for a Customer to purchase.

Maintenance and Support Agreements are offered on an annual basis.

Unless otherwise specified in a separate, written agreement between Pen-Link, Ltd. and the Customer, to which Pen-Link, Ltd. is a signatory party, Maintenance and Support Agreements will renew automatically at the end of each annual term, provided that the Customer pays the applicable renewal fees.

Unless otherwise specified in a separate, written agreement between Pen-Link, Ltd. and the Customer, to which Pen-Link, Ltd. is a signatory party, a Customer’s Maintenance and Support Agreement is to be paid at the start of each annual term.

Payment. The Customer will be invoiced prior to any annual Maintenance and Support term (initial or renewal terms). The Customer agrees to make payment to Pen-Link, Ltd. no later than thirty (30) days from the date of the invoice, unless otherwise agreed upon in writing. Unless otherwise instructed, the Customer will make payment directly to Pen-Link, Ltd.

Pen-Link, Ltd’s obligations hereunder are subject to the Customer’s timely payment for Maintenance and Support. Failure of the Customer to pay fees in a timely manner for any term of Maintenance and Support may, at the sole discretion of Pen-Link, Ltd., result in the termination or suspension of Maintenance and Support services.

Lapses and Reinstatement. If a Customer’s Maintenance and Support agreement terminates as a result of expiration or otherwise pursuant to this Agreement, and the Customer decides to reinstate the Agreement, the Customer will be required to pay the applicable Maintenance and Support fees for the lapsed period (the time elapsed between the Agreement expiring and subsequently being reinstated), plus a reinstatement fee equal to 10% of the fees for the lapsed period.

Taxes. The Customer is responsible for payment of all applicable taxes, value added taxes, or other taxes (however designated) related to the Maintenance and Support of the Licensed Software, unless otherwise agreed upon and stated in writing.

This Agreement will automatically terminate for each Licensed Pen-Link Software product upon termination of the EULA corresponding to such Pen-Link Software product.

The Customer may terminate this Agreement for Convenience, but the Customer will not be entitled to a refund of any paid fees in such an event.

Additional Orders. Orders by the Customer for additional Pen-Link Software products or additional licenses of Pen-Link Software products will increase the Customer’s Maintenance and Support fees under this Agreement.

We reserve the right to impose a convenience fee of 2.0% for credit card processing on amounts over $10,000.

Warranty and Liability Disclaimer

Pen-Link, Ltd. warrants that the Maintenance and Support services provided to the Customer under this Agreement shall be performed with due care, and in a professional and workmanlike manner. Pen-Link, Ltd. does not otherwise warrant the accuracy or completeness of any services provided pursuant this Agreement. PEN-LINK, LTD. DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, IN CONNECTION WITH THE SUBJECT OF THIS AGREEMENT. IN NO EVENT, UNDER ANY THEORY OF LAW, SHALL EITHER PARTY AND/OR ITS AFFILIATES BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS AND/OR ITS AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PEN-LINK, LTD’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE PREPAID AND UNUSED PORTION OF THE CUSTOMER S MAINTENANCE AND SUPPORT FEES PAID TO PEN-LINK, LTD. PEN-LINK, LTD. SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY SERVICES PROVIDED BY ANY PARTNER OR ANY OTHER THIRD PARTY.

It is the sole responsibility of the Customer to make and maintain adequate backup copies of software and data.

In no event will Pen-Link, Ltd. be responsible for lost data.

Miscellaneous

Entire Agreement. This Agreement constitutes the entire Agreement between the Customer and Pen-Link, Ltd. related to the subject matter hereof, and additions or modifications shall be binding upon the parties only if the same shall be in writing and duly executed by the Customer and a duly authorized officer of Pen-Link, Ltd. The Licensed Pen-Link Software is licensed under a separate End User License Agreement (EULA) and professional services, if any, are provided under a separate professional services agreement. The terms and conditions of any Customer purchase order are only binding on Pen-Link, Ltd. if they are agreed to in writing by an authorized Pen-Link, Ltd. officer and in a document other than the purchase order.

Waiver. The waiver or failure of either party to exercise in any respect any right shall not be deemed a waiver of any further or future right.

Assignment. The Customer may assign this Agreement only in connection with a proper and valid assignment of the corresponding EULA to the extent permitted there under; provided that the Customer gives written notice of such assignment to Pen-Link, Ltd. Pen-Link, Ltd. may freely assign this Agreement to a purchaser of that portion of Pen-Link, Ltd’s business to which this Agreement relates, to the surviving corporation in the event of a merger, and to any affiliate or third-party whom Pen-Link authorizes to provide Maintenance and Support for the Licensed Pen-Link Software of the nature contemplated hereby.

Tangles: Terms and Conditions

1. Proprietary and Confidential Information

Nothing in this Proposal shall be deemed to grant to the Customer and/or End User any rights in patents, copyrights, proprietary information, and trade secrets in the hardware, licensed software, documentation, and services (collectively, the Deliverables). Customer and/or the End User shall retain and shall not remove or destroy any copyright, trademark, logos, or other intellectual property rights legends or notices placed or contained in the Deliverables.

The Terms of this Proposal are confidential and may only be disclosed on a need-to-know basis and may not be disclosed to any third party. Customer and End Users are prohibited from disclosing use of the Deliverables, names of Pen-Link, Ltd.’s tools and technologies, the existence of this agreement, or the relationship between Customers and End Users and Pen-Link, Ltd. without prior written consent.

2. Product and Software Licenses

The Deliverables, including the licensed software and the documentation, are owned by Pen-Link, Ltd. and are protected by intellectual property laws. A limited, non-transferable, and non-exclusive license will be granted to the End User for operation. Restrictions on use include prohibition of resale, modification, or reverse engineering of the software.

3. Taxes

Proposal prices exclude customs, duties, and taxes, which are the responsibility of the Customer/End Users. Any withheld taxes shall be added to the payment due to Pen-Link, Ltd.

4. Limitation of Liability

Pen-Link, Ltd. provides no warranties and disclaims liability for indirect, consequential, or incidental damages. The liability of Pen-Link, Ltd. shall not exceed the amount paid by the Customer or End User.

5. Operation – Product and Software

Customers and End Users are responsible for ensuring compliance with applicable laws while using the Deliverables. Pen-Link, Ltd. does not operate the Deliverables on behalf of users and disclaims liability for unauthorized access.

6. Permits

The Customer is solely responsible for obtaining any required permits, including export control permits.

7. Data Access and Privacy Policy

Customers and End Users must ensure lawful access to third-party data sources and comply with relevant privacy laws. Unauthorized use of Deliverables for accessing, retrieving, or storing third-party data is prohibited. Pen-Link, Ltd. disclaims liability for data misuse.

7. Data Access and Privacy Policy

Customers and End Users may choose to allow the Deliverables to automatically retrieve data from your system(s) or third-party systems, accounts or web sources or services or to call the servers of other websites or services solely at the direction of and as a convenience to Customers and End Users (individually or collectively “Third Party Sites“), on your behalf and/or you may use the Deliverables to do so, at your direction. Customer and End Users agree that all actions taken through the Deliverables are the acts of the Customer and its End Users and not Pen-Link, Ltd.. In order to connect the Deliverables to access or retrieve data from any third-party system, services or Third Party Sites, Customer and End Users hereby agree that such connection, access or retrieval shall be done at their sole direction and control.

Customer and End Users represent and warrant that they have all valid, relevant legal authority to carry out search activities and online access of your systems or Third-Party Sites, online accounts or other web sources, pursuant to relevant law governing their law enforcement or similar governmental role and pursuant to the relevant law governing the jurisdiction(s) in which they operate. Customer and End Users represent and warrant that they have permission, authority and rights to use the Deliverables to access Third Party Sites, online accounts or other web sources and/or to allow automatic access to such system(s), services, Third Party Sites, online accounts or other web sources and retrieve data therefrom by indicating the same within the user interface of the Deliverables.

Customers and End Users represent and warrant that their use of the Deliverables will not violate any relevant terms of service, privacy policy, other agreements governing such Third-Party Sites, accounts or web sources, or any express or implied communication, request or demand from any third party. Customers and End Users represent and warrant that they have the right to access Third Party Sites, online accounts or other web sources pursuant to relevant terms of service or other agreements governing such accounts or web sources, or other valid sources of legal authority.

Any action performed in the Deliverables by the Customer or End Users and/or data storage and/or any possible violation of a Third-Party Site’s, online account’s or other web source’s policies or terms are the sole responsibility of Customer and its End Users and are acts carried out by Customer and its End Users. Pen-Link, Ltd. disclaims any and all liability associated with accessing and retrieving data from such system(s), services, Third Party Sites, accounts or web sources.

IF AT ANY TIME CUSTOMER DOES NOT HAVE THE RIGHT AND AUTHORITY TO USE THE DELIVERABLES TO ACCESS, RETRIEVE DATA OR CONNECT TO OR TO AUTOMATICALLY ACCESS, RETRIEVE DATA OR CONNECT TO SUCH SYSTEM(S), SERVICE(S), THIRD PARTY SITES, ACCOUNTS OR WEB SOURCES, THEN CUSTOMER AND END USERS HEREBY AGREE TO IMMEDIATELY CEASE USE OF THE DELIVERABLES AND CEASE ACCESS TO SUCH RESOURCES.

Restrictions on use: Neither the Customer nor the End Users shall, without Pen-Link, Ltd.’s written permission:

• Use or permit the use of the Deliverables, including the licensed software and/or the documentation, for any purpose or use other than the operation of the product supplied by Pen-Link, Ltd. in accordance with its intended use;
• Divert the Deliverables, including the licensed software and/or the documentation, to any third party;
• Reverse engineer or decompile the licensed software in any form or by any means or modify the licensed software;
• Copy the Deliverables, including the licensed software and/or the documentation.

The Deliverables enable effective searches of open source information from the web. As a policy, Pen-Link, Ltd. doesn’t intentionally collect or store personal information in its databases for any usage.

Customer and End Users represent, warrant, and agree that:

• They have obtained data lawfully, and such data does not and will not violate any applicable laws or any person or entity’s rights, including such person’s privacy, proprietary or intellectual property or moral rights;
• The data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software of Pen-Link, Ltd.;
• Customer and End Users are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to data accessed, collected and/or stored hereunder;
• The data complies with the terms of these Terms.

For purposes of clarity, Pen-Link, Ltd. takes no responsibility and assumes no liability for any data, and Customer and End Users will be solely responsible for their data and the consequences of access, collecting, storing, sharing or disclosing it hereunder. Pen-Link, Ltd. will not be responsible for any backup, recovery or other steps required to ensure that data is recoverable in the case of data loss. Customer and End Users are solely responsible for backing up their data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of their data.

8. Product and Software Licenses

The licensed software and the documentation are owned by Pen-Link, Ltd. and/or its affiliates and/or its suppliers and are protected by patent, trade secrets, trademarks, and copyright laws and international treaty provisions. Pen-Link, Ltd. will grant to the Customer and its End Users a limited, non-transferable and non-exclusive license to the extent required to use and operate it pursuant to the Terms of this Proposal. The grant for this license is included in the proposed price.

9. Indemnity

Customer and End User agree to defend, indemnify and hold harmless PEN-LINK, LTD. (as defined in ¶4.4) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

• Customer’s and/or End Users’ modification or misuse of and/or improper granting of access to the Deliverables;
• Customer’s or End Users’ violation of any of the terms of this Agreement including without limitation, breach of any of the representations and warranties above;
• Customer’s and/or End Users’ violation of or data violating any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• Customer’s and/or End Users’ violation of any law, rule or regulation of the United States or any other country;
• Any claim for damages that arise as a result of any of Customer’s and/or End Users’ data or any other data that are collected or submitted through use of the Deliverables;
• Any other party’s access and use of the Deliverables provided by Customer and/or End Users.

Pen-Link, Ltd. will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Pen-Link, Ltd.. Pen-Link, Ltd. will use reasonable efforts to notify Customer of any such claims, actions, or proceedings upon becoming aware of the same.

10. Miscellaneous

Notice and Modifications: Pen-Link, Ltd. may provide Customer and End Users with notices, including those regarding changes to Pen-Link, Ltd. terms and conditions, by email, regular mail, or postings on a service through the Deliverables. Notice will be deemed given twenty-four (24) hours after email is sent, unless Pen-Link, Ltd. is notified that the email address is invalid. Alternatively, Pen-Link, Ltd. may give Customer legal notice by mail to a postal address, if provided by Customer. In such case, notice will be deemed given three days after the date of mailing. Notice posted on a service through the Deliverables is deemed given five (5) days following the initial posting. Pen-Link, Ltd. reserves the right to determine the form and means of providing notifications to Customer and End Users.

Pen-Link, Ltd. is not responsible for any automatic filtering Customer, End Users or their network providers may apply to email notifications Pen-Link, Ltd. sends to the email address provided. Pen-Link, Ltd. may, in its sole discretion, modify or update these Terms from time to time, and so Customer and End Users should review this page periodically. Customers’ or End Users’ continued use of the Service after any notice of change constitutes acceptance of the new Terms. If any such revision is unacceptable to Customer or End Users, their only remedy is to cease use of Pen-Link, Ltd. Deliverables. If Customer or End Users do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Deliverables.

Waiver: The failure of Pen-Link, Ltd. to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Pen-Link, Ltd..

Severability: If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

Assignment: These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by Customer or End Users, but may be assigned by Pen-Link, Ltd. without restriction or any need for authorization from Customer.

Survival: Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.

Headings: The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

Entire Agreement: This, including the agreements incorporated by reference, constitutes the entire agreement between you and Pen-Link, Ltd. relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Pen-Link, Ltd. as set forth in these Terms.

11. Governing Law; Venue; Waiver of Jury Trial

This Agreement and any dispute of any sort that might arise between the Parties shall be governed by the laws of the State of Nebraska without regard to choice of law principles. The federal and state courts located in City of Lincoln and State of Nebraska shall have the sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. The Parties hereby expressly consent to such exclusive jurisdiction and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party waives the right to trial by jury in any action arising out of or relating to this Agreement.

By installing or using GeoTime® software (“Software”) of PEN-LINKLTD. (“PEN-LINK”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Software offered by PEN-LINK under the Terms of Service includes computer programs, products, resources and services to help users quickly see what their data has to say to gain greater advantage from that data without overwhelming them. Any new features or tools which are added to the Software shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.geotime.com/terms. PEN-LINK reserves the right to update and change the Terms of Service by posting updates and changes to the GeoTime® website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement and PEN-LINK’s Privacy Policy before you may become a Software user. You further agree that this agreement is the complete and exclusive statement of the rights and liabilities of the parties related to the subject matter therein.

Notwithstanding any other agreements written or oral, the terms and conditions contained in this Terms of Service govern all aspects of this Software and the rights and obligations of the Licensee and PEN-LINK with respect to the Software. These terms and conditions cannot be altered except through written amendment signed by the parties.

By using the Software you are agreeing to these terms. Be sure to occasionally check back for updates.

1. Software License Terms

PEN-LINK LTD. (PEN-LINK) has proprietary rights in GeoTime Desktop, GeoTime Offline Map Pack, GeoTime Glimpse, GeoTime Glimpse Offline, GeoTime Enterprise, GeoTime Live and GeoTime CRT (SOFTWARE), GeoTime® and PEN-LINK® are trademarks of PEN-LINK Software Inc. Ownership of and title to all Software and all copies thereof, including associated intellectual property rights and copyrights, are and shall remain with PEN-LINK.

2. Use of Software License

• PEN-LINK grants you limited rights to use the Software solely for your internal business purposes. Any other use of the Software is not permitted.
• No unauthorized copying of the Software, making the Software available to third parties, or attempting to commercialize the Software is permitted.
• You may not use, modify, copy or transfer the program, in whole or in part, except as expressly permitted by these Terms of Service. Reverse engineering, decompiling, disassembling the object code, and creating derivative works based on the Software are prohibited.
• You may not derive a replacement for the Software, including but not limited to the reproduction of the functionality and look of the user interface nor will you allow anyone else to do so.
• You acknowledge that the Software, and elements thereof, constitute valuable trade secrets, proprietary methods and other property of PEN-LINK and that the unauthorized use or disclosure of confidential or proprietary information may cause irreparable damage to PEN-LINK, who may seek injunctive and other relief as permitted by law.
• You hereby grant and assign to PEN-LINK all Intellectual Property rights you may now or hereafter possess in the Software, Documentation and Confidential Information, and all derivative works thereof and agree to execute all documents, and take all actions, that may be necessary to confirm such rights.
• If this License is terminated for any reason, you agree to return or destroy all copies of the Software and associated documentation, to erase all Software from your systems, and to certify compliance upon request.
• You agree that your rights under this Agreement are personal and non-exclusive and may not be assigned or otherwise transferred.
• PEN-LINK retains the right to audit your use of the Software including but not limited to verifying the number of copies of the Software.
• Any breach or violation of any term in the Terms of Service as determined in the sole discretion of PEN-LINK will result in an immediate termination of your License(s). Upon such breach, you agree to destroy all copies of the Software and discontinue use thereof.

3. License Activation

The person installing or using the Software will be the contracting party (“Licensee”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Licensee in connection with the Service.

If you are installing or using the Software on behalf of your employer, your employer shall be the Licensee. If you are signing up for the Software on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

4. General Conditions

• Technical support is only provided to active Licensee on a fee for service basis.
• This agreement shall be construed in accordance with and governed by the laws of the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
• You acknowledge and agree that PEN-LINK may amend these Terms of Service at any time by http://www.geotime.com/legal/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Software after the amended Terms of Service are posted to GeoTime® website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Software.
• You may not use the Software for any illegal or unauthorized purpose nor may you, in the use of the Software, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of United States of America. You will comply with all applicable laws, rules and regulations in your use of the Software.

5. Publications and Promotion

All materials which contain content created with PEN-LINK GeoTime®, such as screenshots and videos, must include the following acknowledgement: “PEN-LINK GeoTime® software used courtesy of PEN-LINK Software Inc. All rights reserved.”

The Licensee consents to the use of their organization’s name as part of the PEN-LINK customer list on PEN-LINK and GeoTime® web sites and company presentations.

6. Customer Responsibilities

You acknowledge that use is not intended for use with protected health information (PHI) under HIPAA, credit card numbers, financial account numbers, or other similarly sensitive personal information, and that You assume all risk arising from use of any such sensitive information, including the risk of any inadvertent disclosure or unauthorized access thereto. You are responsible for ensuring that Your users’ use of the PEN-LINK Service is in compliance with all applicable laws and governmental regulations and You acknowledge that You assumes all risk arising from any such use that is not compliant with applicable laws. You confirm that you have the necessary authorization(s) to possess, collect and use the data being hosted on the PEN-LINK Service.

“PHI” means (i) “protected health information” as defined in 45 CFR § 160.103, and (ii) any other patient or health information protected by the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time (“HIPAA”), including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the “HITECH ACT”).

7. Questions

Questions about the Terms of Service should be sent to [email protected].

You acknowledge and agree that your use of the Software, including information transmitted to or stored by PEN-LINK, is governed by its privacy policy at http://www.geotime.com

The parties have required that the Terms of Service and all documents relating thereto be drawn up in English.

8. Orders, Fees, and Delivery

• Prices are in U.S. Dollars and are subject to change without notice unless otherwise stipulated in the quote.
• Prices quoted are based upon fulfillment of the entire order. Any changes are subject to a revised quotation. Quotes are valid for 120 days.
• All software and licenses are fulfilled via electronic download. Physical DVD media is also available for an additional fee.
• All Fees are exclusive of applicable federal, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or…

Software as a Service Agreement

1. Software as a Service Agreement

   This Software as a Service Agreement is a contract between you (the “Customer”) and us, Pen-Link, Ltd. (the “Company”), for your use of GeoTime Enterprise (the “Service”). Please read this agreement carefully. It contains important terms that affect you and your use of the Service. By using the Service, you agree to be bound by the terms of this agreement, including the disclaimers. If you do not agree to these terms, do not use the Service. If the parties have a fully executed agreement that covers the Service, that agreement supersedes this agreement.

2. Term

   This agreement starts on the date of first login by the Customer and will continue until terminated (the “Term”), which is detailed in the “Termination” clause.

3. Grant of License to Access and Use Service

   Company hereby grants to Customer, including to all Customer’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, and royalty-free license to access and use the Service solely for Customer’s internal business operations in accordance with the terms of this agreement and the Company’s online terms of use.

4. Service Level

   1. Standards

      Company will use commercially reasonable efforts to provide the Service to Customer according to the terms set out within this document.

   2. Force Majeure

      Company will not be liable for its failure to meet standards or schedules caused by circumstances beyond Company’s reasonable control.

5. Fees

   Customer will pay Company a subscription fee (the “Subscription Fee”) for access to the Service.

   1. Credit Card Payment

      If the Customer is paying by credit card, they authorize the Company to charge the Customer’s credit card or bank account for all fees payable during the Subscription Term. The Customer further authorizes the Company to use a third party to process payments and consents to the disclosure of the Customer’s payment information to such third party.

6. Restricted Uses

   Customer will not:

   1. Upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service.
   2. Modify, disassemble, decompile, or reverse engineer the Service.
   3. Probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service.
   4. Take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service.
   5. Copy or reproduce the Service.
   6. Access or use any other clients’ or their users’ data through the Service.
   7. Maliciously reduce or impair the accessibility of the Service.
   8. Use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material.
   9. Transmit or post any material, or use the system in any way, that encourages or permits conduct that could constitute a criminal offense or give rise to civil liability.

7. Confidentiality

   1. Confidentiality Obligation

      Each party (as a receiving party) will hold in confidence all material nonpublic information (the “Confidential Information”) disclosed by the other party (as a disclosing party).

   2. Use Solely for Purpose

      A receiving party may only use the Confidential Information according to the terms of this agreement.

   3. Information Control

      Personally identifiable information (PII) and confidential data may be uploaded to the system for processing. In any of these transactions, it is understood that the Company is the processor, and the Customer is the controller.

      1. The Controller is responsible for determining the purposes and means of collection, use, and processing of PII and confidential information and ensuring compliance with appropriate legislation.
      2. The Processor processes personal and/or confidential data on behalf of the Controller.
      3. Any PII uploaded into the system will be treated as confidential.

   4. Non-Disclosure

      A receiving party may not disclose Confidential Information to any third party, except as allowed under permitted or required disclosures.

1. Software as a Service Agreement

This Software as a Service Agreement is a contract between you (the “Customer”) and us, Pen-Link, Ltd. (the “Company”), for your use of GeoTime Live (the “Service”). Please read this agreement carefully. It contains important terms that affect you and your use of the Service. By using the Service, you agree to be bound by the terms of this agreement, including the disclaimers. If you do not agree to these terms, do not use the Service. If the parties have a fully executed agreement that covers the Service that agreement supersedes this agreement.

2. Term

This agreement starts on the date of first login by the Customer and will continue until terminated (the “Term”) which is detailed in the “Termination” clause.

3. Grant of License to Access and Use Service

Company hereby grants to Customer, including to all Customers’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable and royalty-free license to access and use the service (the “Service”) solely for Customer’s internal business operations in accordance with the terms of this agreement and the Company’s online terms of use.

4. Service Level

4.1. Standards

Company will use commercially reasonable efforts to provide the Service to Customer according to the terms set out within this document.

4.2. Force Majeure

Company will not be liable for its failure to meet standards or schedules caused by circumstances beyond Company’s reasonable control.

5. Fees

Customer will pay Company a subscription fee (the “Subscription Fee”) for access to the Service.

5.1. Credit Card Payment

If the Customer is paying by credit card, they authorize the Company to charge the Customer’s credit card or bank account for all fees payable during the Subscription Term. The Customer further authorizes the Company to use a third party to process payments, and consent to the disclosure of the Customer’s payment information to such third party.

5.2. Subscription Fees

Subscription fees will remain fixed during the initial term of the Customer’s subscription term unless the Customer subscribes to additional features or products.

6. Restricted Uses

Customer will not:

• 6.1. upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
• 6.2. modify, disassemble, decompile or reverse engineer the Service,
• 6.3. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
• 6.4. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,
• 6.5. copy or reproduce the Service,
• 6.6. access or use any other clients’ or their users’ data through the Service,
• 6.7. maliciously reduce or impair the accessibility of the Service,
• 6.8. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or
• 6.9. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.

7. Confidentiality

7.1. Confidentiality Obligation

Each party (as a receiving party) will hold in confidence all material nonpublic information (the “Confidential Information”) disclosed by the other party (as a disclosing party).

7.2. Use Solely for Purpose

A receiving party may only use the Confidential Information according to the terms of this agreement.

7.3. Information Control

Personally identifiable information (PII) and confidential data may be uploaded to the system for processing. In any of these transactions it is understood that the Company is the processor, and the Customer is the controller.

7.3.1. The Controller

is responsible to determine the purposes and means of collection, use and processing of PII and confidential information, and that in uploading to the system they are adhering to appropriate legislation.

7.3.2. The Processor

processes personal and/or confidential data on behalf of the Controller.

7.3.3. Confidentiality of PII

Any PII uploaded into the system will be treated as confidential.

7.4. Non-Disclosure

A receiving party may not disclose Confidential Information to any third party, except to the extent allowed under paragraphs (a) and (b) below.

7.4.1. Permitted Disclosure

A receiving party may disclose Confidential Information to its representatives

• 7.4.1.1. if and to the extent that the disclosing party consents in writing to such disclosure, or
• 7.4.1.2. to the receiving party’s officers, directors, employees, Affiliates, or Representatives who:
• 7.4.1.2.1. need to know the Confidential Information in connection with the Purpose,
• 7.4.1.2.2. have been informed of the confidentiality obligations of this agreement, and
• 7.4.1.2.3. agree to comply with the confidentiality obligations of this agreement.

7.4.2. Required Disclosure

The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

• 7.4.2.1. gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient’s compliance with the confidentiality obligations,
• 7.4.2.2. reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy.

8. Data Protection

Company shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the data uploaded to the system.

9. Data Privacy

Company may collect, use and process Customer’s data only in accordance with Company’s online privacy policy.

10. Data Breach

In the event of unauthorized access to or theft of Customer data, Company shall notify Customer within a reasonable timeframe and take action to remedy or mitigate the effects of the data breach. The parties shall coordinate and cooperate in good faith on developing the content of any related public statements or required notices.

11. Ownership of Intellectual Property

Company will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including Company’s name, logos, and trademarks reproduced through the Service.

12. Customer Data

12.1. Collection and Use of Data

Company may collect and use technical information gathered as part of its maintenance, support, and training services, only for the purpose of improving its products and services.

12.2. Non-Disclosure

Company will not disclose any of this information in a form that personally identifies Customer.

12.3. Customer Warranty

The Customer represents and warrants to the Company that any data uploaded into the system has been fully authorized and that such data will not infringe the legal rights of any person, and will not breach the provisions of any applicable law, statute or regulation.