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 email.

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 Pen-Link Software supported at least the same operational functionality that the Customer had under Pen-Link version 7.

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 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, plus Emergency After-Hours support for live communication interception and collection operations. 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

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. Pen-Link, Ltd. offers two levels of Maintenance: Standard Maintenance and Premium Maintenance.

Technical Support (“Support”)

Scope of Support

Technical Support is an optional service offered by Pen-Link, Ltd. to support a Customer in the authorized use of licensed Pen-Link Software. Support is provided for ongoing, operational use of the licensed Pen-Link Software; it is not a substitute for training or professional services necessary for system redesign.

Terms and Conditions

Maintenance and Support Agreements

Maintenance and Support Agreements are options made available by Pen-Link, Ltd. for a Customer to purchase. These agreements are offered on an annual basis and renew automatically unless otherwise specified.

Payment

The Customer will be invoiced prior to any annual Maintenance and Support term. Timely payment is required to maintain services.

Warranty and Liability Disclaimer

Pen-Link, Ltd. warrants that the Maintenance and Support services will be performed with due care. Pen-Link, Ltd. disclaims any and all other warranties, and its liability is limited to the prepaid and unused portion of Maintenance and Support fees.

Miscellaneous

This Agreement constitutes the entire Agreement between the Customer and Pen-Link, Ltd. relating to the subject matter herein.

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 in any event, 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. to any third party without the prior written consent of Pen-Link, Ltd. Customers and End Users affirm that they will not reference Pen-Link, Ltd. (including any Pen-Link, Ltd. tool or technology) or use the output of the Deliverables in any judicial, regulatory, or other government proceeding or disclose such information publicly in any forum, without Pen-Link, Ltd.’s prior written consent. In addition, Customers and End Users shall refrain from referencing Pen-Link, Ltd. and any Pen-Link, Ltd. tool or technology in using the Deliverables electronically.

2. Product and Software Licenses

The Deliverables, including 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 End User a limited, non-transferable, and non-exclusive license to the extent required to use and operate the licensed software pursuant to the Terms of this Proposal. The grant for this license is included in the proposed price.

Restrictions on Use: Neither the Customer nor the End Users shall, without Pen-Link, Ltd.’s prior written permission: (i) use or permit the use of 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; (ii) transfer, export, resell, ship, or divert the licensed software and/or the documentation to any third party; (iii) reverse engineer, disassemble, or decompile the licensed software in any form or by any means, or modify the licensed software; or (iv) copy the licensed software and/or the documentation.

All products are provided with a 90-day temporary license. A perpetual license key shall be provided to the End User upon completion of payments, and subject to compliance with the Terms of this proposal.

3. Taxes

The prices in this Proposal do not include any customs, duties, value-added tax, or any other assessments which may be levied by the relevant authorities. Any such amounts, whether withheld at source or otherwise, will be paid by the Customer/End Users. In order to avoid any doubt, in the event that taxes are withheld, then such withholding taxes shall be added to the payment due Pen-Link, Ltd., and the Proposal price shall be grossed up to include such taxes.

4. Limitation of Liability

PEN-LINK, LTD. makes, and Customer and End User receive, no warranties or conditions of any kind, express, implied, or statutory, related to or arising in any way out of this Agreement, the Services, and Deliverables provided pursuant to it. PEN-LINK, LTD. specifically disclaims any implied warranty of merchantability, fitness for a particular purpose, and non-infringement of any third-party rights. In no event shall PEN-LINK, LTD. be liable for indirect, consequential, or incidental damages (including damages for loss of profits, revenue, data, or use) arising out of this Agreement or incurred by any Customer or End User, whether in an action in contract or tort, even if PEN-LINK, LTD. has been advised of the possibility of such damages. PEN-LINK, LTD.’s maximum amount of liability for damages hereunder shall in no event exceed the amount paid by the Customer or End User directly to PEN-LINK, LTD. and nothing else.

5. Operation – Product and Software

Use of the Deliverables shall be in accordance with applicable laws and shall be the exclusive province and responsibility of Customer and the End Users…

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.