Terms of Service – GeoTime Live
Last updated on: December 12th, 2022
Terms of Service – GeoTime Live
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,
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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. 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,
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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. 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.
13. Termination
13.1. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
13.1.1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
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13.1.2. the failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party
delivers notice to the breaching party reasonably detailing the breach.
13.2. Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay outstanding invoices or Subscription Fees.
14. Effect of Termination
14.1. Payment Obligations. On the expiration or termination of this agreement, customer agrees to
14.1.1. pay any amounts it owes to Company, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred
14.2. Termination of License Usage. On the expiration or termination of this agreement the Service granted under this agreement will terminate with immediate effect.
15. Indemnification
15.1. Customer agrees to indemnify, defend and hold Company harmless against all claims, liability, damages, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or related to any and all uses of your account, the customer data or this software. This includes, without limitation, responsibility for all consequences of your violation of this Agreement (or a violation by any user of your account) or placement on or over, or retrieval from or through, the Service of any software, file, information, communication or other content and all costs incurred by us in enforcing this Agreement against you.
15.2. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section Indemnification..
16. Limitation on Liability
16.1. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
16.2. Maximum Liability. Company’s liability under this agreement will not exceed the fees paid by Customer under this agreement during the 12 months preceding the date upon which the related claim arose.
17. General Provisions
17.1. Entire Agreement. This agreement represents the entire understanding between the parties with respect to the use of the service and supersedes any previous agreements that may exist previously.
17.2. Assignment. Customer may not reassign this agreement or any of their rights or obligations under this agreement.
17.3. Notices
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17.3.1. Method of Notice. The parties will give all notices and communications between the parties
via electronic mail.
17.3.2. Receipt of Notice. A notice given under this agreement will be effective on
17.3.2.1. the other party’s receipt of it, or
17.3.2.2. if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.\
17.4. Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of Nebraska, United States of America, without regard to its conflict of laws rules.
17.5. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
17.6. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights.
17.7. Force Majeure. A party will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
17.7.1. beyond the reasonable control of a party,
17.7.2. materially affects the performance of any of its obligations under this agreement, and
17.7.3. could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.