Terms and Conditions – Canada

By installing or using GeoTime® software (“Software”) of PENLINK CANADAPENLINK CANADA INC. (“PENLINK CANADA”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Software offered by PENLINK CANADA 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-canada. PENLINK CANADA 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 PENLINK CANADA’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 PENLINK CANADA 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
   1. PENLINK CANADA INC. (PENLINK CANADA) 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 PENLINK CANADA® are trademarks of PENLINK CANADAPENLINK CANADA INC. Ownership of and title to all Software and all copies thereof, including associated intellectual property rights and copyrights, are and shall remain with PENLINK CANADA.
   2. Use of Software License:
      1. PENLINK CANADA grants you limited rights to use the Software solely for your internal business purposes. Any other use of the Software is not permitted.
      2. No unauthorized copying of the Software, making the Software available to third parties, or attempting to commercialize the Software is permitted.
      3. 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.
      4. 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.
      5. You acknowledge that the Software, and elements thereof, constitute valuable trade secrets, proprietary methods and other property of PENLINK CANADA and that the unauthorized use or disclosure of confidential or proprietary information may cause irreparable damage to PENLINK CANADA, who may seek injunctive and other relief as permitted by law.
      6. You hereby grant and assign to PENLINK CANADA 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.
      7. 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.
      8. You agree that your rights under this Agreement are personal and non- exclusive and may not be assigned or otherwise transferred.
      9. PENLINK CANADA retains the right to audit your use of the Software including but not limited to verifying the number of copies of the Software.
      10. Any breach or violation of any term in the Terms of Service as determined in the sole discretion of PENLINK CANADA 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.
2. License Activation
   1. 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.
   2. 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.
3. General Conditions
   1. Technical support is only provided to active Licensee on a fee for service basis.
   2. For Licensee corporations or Licensee individuals domiciled in the United States this agreement shall be construed in accordance with and governed by the laws of the State of Delaware. For Licensee corporations headquartered or Licensee individuals domiciled in Canada or jurisdictions other than the United States this agreement shall be construed and governed by the laws of the Province of Ontario, Canada. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. 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.
   3. You acknowledge and agree that PENLINK CANADA 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.
   4. 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 Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Software.
   5. Publications and Promotion
      1. All materials which contain content created with PENLINK CANADA GeoTime®, such as screenshots and videos, must include the following acknowledgement: “PENLINK CANADA GeoTime® software used courtesy of PENLINK CANADAPENLINK CANADA INC. All rights reserved.”
      2. The Licensee consents to the use of their organization’s name as part of the PENLINK CANADA customer list on PENLINK CANADA 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 PENLINK CANADA 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 PENLINK CANADA Service.
      1. “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 about the Terms of Service should be sent to [email protected].
   8. You acknowledge and agree that your use of the Software, including information transmitted to or stored by PENLINK CANADA, is governed by its privacy policy at http://www.geotime.com
   9. The parties have required that the Terms of Service and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.
   10. Customers using a concurrent license server are not authorized or licensed to use any undocumented, unsupported or experimental capabilities found within the software. PENLINK CANADA reserves the right to charge additional fees for new capabilities once they are officially supported. Customers will be notified when such capabilities are supported.
   11. With respect to the Glimpse service, we will use our best efforts to detect breaches to the system. We will inform Customers as soon as reasonably possible of discovering a breach of security.
       1. Updates: PENLINK CANADA shall deliver updates to the latest version of the PENLINK CANADA Service without prior notice. From time to time, new components or features may be released. Only those updates that apply to the latest version will be delivered automatically. PENLINK CANADA makes no representations with respect to the availability of legacy features or legacy formats.
4. Software Rights
   1. We reserve the right to modify the Software for any reason, without notice at any time.
   2. We reserve the right to refuse Software to anyone for any reason at any time.
   3. We reserve the right to provide our software and services to any customer and you acknowledge that such software and services are provided on a non-exclusive basis.
   4. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm the Licensee Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
5. Limitation of Liability
   1. You expressly understand and agree that PENLINK CANADA (including herein is affiliates) shall in no event not liable to you or to any other person or entity for any direct, indirect, economic, incidental, special, tort or consequential damages or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of the provision of the products, software, or services or in any way arising out of this agreement, whether in an action arising out of breach of contract, breach of warranty, delay, negligence, strict tort liability, or any other theory. PENLINK CANADA total aggregate liability for damages stemming from this agreement irrespective of their nature is limited to $100.00.
   2. You agree to indemnify and hold us and (as applicable) our subsidiaries, affiliates, PENLINK CANADA partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
   3. Your use of the Software is at your sole risk. The Software is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
   4. PENLINK CANADA does not warrant that the Software will be uninterrupted, timely, secure, or error-free. PENLINK CANADA, its agents, affiliates, contractors, and suppliers do not make any express or implied warranties, including, without limitation, implied warranties of merchantability, quality, or fitness for a particular purpose or noninfringement.
   5. PENLINK CANADA does not warrant that the results that may be obtained from the use of the Software will be accurate or reliable.
   6. PENLINK CANADA does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Software will meet your expectations, or that any errors in the Software will be corrected.
6. Waiver and Complete Agreement
   1. The failure of PENLINK CANADA to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and PENLINK CANADA and govern your use of the Service, superseding any prior agreements between you and PENLINK CANADA (including, but not limited to, any prior versions of the Terms of Service).
7. Intellectual Property and Customer Content
   1. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
8. Orders, Fees, and Delivery
   1. Prices are in U.S. Dollars and are subject to change without notice unless otherwise stipulated in the quote.
   2. Prices quoted are based upon fulfillment of the entire order. Any changes are subject to a revised quotation. Quotes are valid for 120 days.
   3. All software and licenses are fulfilled via electronic download. Physical DVD media is also available for an additional fee.
   4. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Where applicable, Taxes and duties are in addition to fees quoted. You are responsible for payment of all applicable taxes, unless otherwise agreed upon and stated in writing.
   5.  Annual maintenance is required in the first year. Customers under maintenance subscription receive new releases of the product that include enhancements, optimizations, and defect fixes. If maintenance is declined in later years and then subsequently requested, all skipped maintenance periods must be paid in full in order to receive new releases and to incorporate maintenance support.
   6. User and technical support is provided on a fee for service basis.
   7. License transfers within an organization are subject to an additional fee.
   8. For floating licenses, customer is responsible for providing and maintaining the Windows license server machine and for network connectivity from each user to the GeoTime® license manager server on the Windows license server.
   9. Integration services are provided on a fee for service basis.
   10. End user training is provided via web service on a fee per training group basis. On-site training is available for an additional fee.
   11. The GeoTime® Call Record Tool (CRT) is a software product of PENLINK CANADA sold separately. The CRT product is licensed annually and is provided co-terminus with GeoTime maintenance. CRT is updated regularly for changes in Telco call detail record formats. Due to constantly changing call detail record formats PENLINK CANADA does not warrant that the product is current for a particular specific call detail record at any point in time. Customers should regularly update the software prior to creating reports. The CRT software product expires every four months due to these constantly changing call detail record formats. After expiry, the CRT software product will not function and Customers must perform a new download to again use the product. Customers are required to renew GeoTime maintenance and CRT to continue to use the CRT software product in succeeding years.
   12. Invoice payment terms: net 30 days.
   13. PENLINK CANADA does not provide refunds.
9. Cancellation and Termination
   1. You may cancel your License at any time by emailing[email protected] and then following the specific instructions indicated to you in PENLINK CANADA’s response.
   2. Upon termination of the Services by either party for any reason:
      1. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
      2. any outstanding balance owed to PENLINK CANADA for your use of the Software through the effective date of such termination will immediately become due and payable in full; and
   3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
   4. We reserve the right to modify or terminate the PENLINK CANADA Service or your License for any reason, without notice at any time.
   5. Fraud: Without limiting any other remedies, PENLINK CANADA may suspend or terminate your License if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Software.
10. Modifications to the Service and Prices
    1.  Prices for the Software are subject to change upon 30 days’ notice from PENLINK CANADA. Such notice may be provided at any time by posting the changes to the GeoTime® Site (www.geotime.com).
    2. PENLINK CANADA reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
    3. PENLINK CANADA shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

PENLINK CANADA INC.
Toronto, Ontario
Canada