2021/01/24 Uncharted Software Inc. Uncharted Software Inc. Terms of Service AgreementTerms of Service
Last updated on: January 24, 2021
By installing or using GeoTime® software (“Software”) of Uncharted Software Inc.
(“Uncharted”) you are agreeing to be bound by the following terms and conditions
(“Terms of Service”). The Software offered by Uncharted under the Terms of
Service includes computer programs, products, 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 http://www.geotime.com/legal/terms. Uncharted reserves the right to update
and change the Terms of Service by posting updates and changes to the
GeoTime® website. Y ou 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 Uncharted’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 Uncharted 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. Uncharted Software Inc. (UNCHARTED) 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 Uncharted® are
trademarks of Uncharted 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 Uncharted.
2. Use of Software License:
1. Uncharted grants you limited rights to use the Software
solely for your internal business purposes. Any other use of
the Software is not permitted.
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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 Uncharted and that the unauthorized use
or disclosure of confidential or proprietary information may
cause irreparable damage to Uncharted, who may seek
injunctive and other relief as permitted by law.
6. You hereby grant and assign to Uncharted 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. Uncharted 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 Uncharted
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
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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 New York. 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 Uncharted 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 Uncharted
GeoTime®, such as screenshots and videos, must include
the following acknowledgement: “Uncharted
GeoTime® software used courtesy of Uncharted Software
Inc. All rights reserved.”
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2. The Licensee consents to the use of their organization’s
name as part of the Uncharted customer list on Uncharted
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
UNCHARTED 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 UNCHARTED 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 support@geotime.com.
8. You acknowledge and agree that your use of the Software, including
information transmitted to or stored by Uncharted, 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. Uncharted 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: UNCHARTED shall deliver updates to the latest
version of the UNCHARTED Service without prior notice.
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From time to time, new components or features may be
released. Only those updates that apply to the latest version
will be delivered automatically. Uncharted 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 Uncharted (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.
Uncharted 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, Uncharted 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. Uncharted does not warrant that the Software will be uninterrupted,
timely, secure, or error-free. Uncharted, its agents, affiliates,
contractors, and suppliers do not make any express or implied
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warranties, including, without limitation, implied warranties of
merchantability, quality, or fitness for a particular purpose or
noninfringement.
5. Uncharted does not warrant that the results that may be obtained
from the use of the Software will be accurate or reliable.
6. Uncharted 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 Uncharted 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 Uncharted and govern your use of the Service,
superseding any prior agreements between you and Uncharted
(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.
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
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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
Uncharted 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 Uncharted
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. Uncharted does not provide refunds.
9. Cancellation and Termination
1. You may cancel your License at any time by emailing
support@geotime.com and then following the specific instructions
indicated to you in Uncharted’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 Uncharted for your use of
the Software through the effective date of such termination
will immediately become due and payable in full; and
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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 Uncharted Service or
your License for any reason, without notice at any time.
5. Fraud: Without limiting any other remedies, Uncharted 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 Uncharted. Such notice may be provided at any time by
posting the changes to the GeoTime® Site (www.geotime.com).
2. Uncharted 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. Uncharted shall not be liable to you or to any third party for any
modification, price change, suspension or discontinuance of the
Service.
Uncharted Software Inc.
2 Berkeley Street, Suite 600
Toronto, ON M5A 4J5
Canada
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Bundle
2 Berkeley Street, Su4e 600
Toronto, ON
MSA4JS Canada
T: 416-203-3003
F: 416-203-0646
vwwvuochartP.dsofl»flm
QJote Number MB210909-1175-MPD101 QJote Date 2021-12-21
Contact f\bme
ft.ccount Name
Ship To
Denise Keith
Menifee (CA) Police
29714 Haun Road
Menifee, CA92586
USA
Email dkeith@menifeepolice.org
Description
Start Date
End Date
.Annual Maintenance Renewal of1 Nodelod<ed Seat of Geolime® Software with .Annual Formatsand GeoTime Glimpse
Subscriptions and Purchase of 1 GeoTime® Live (Tier1) Subscription
1211012021
12/912022
Product Product Item Descnpt1on QJant1ty Total
GeoTime OesWop - Nodelocked
Maintenance Renewal
GeoTime Gimpse -5 Users -1
Year Subscription
GeoTime Live A9ency
Subscription O -89 S""rn)
GeoTime Desktop: Desktop application for advanced 30 analysis, \Asualization,and
complete reports from investigative case data. lndudes:
-1 Year of Maintenance induding upgradesandfixes
-1 Year of Formats Subscription (phone record standardization)
- Ol-going improvementsto data formats support
- Q-iline mapsand geocoding
- Email andphone support
- 1 relocation credit
Geolime Glimpse: Web ased application for data normalization,easy mapping, and
quid< insights from investigative case data. lndudes:
-1 Year subscription license to GeoTime Glimpse
-1 Q-iline training
-0-.-going updates andimprovements to the system
- 0-.line mapsand geocoding
- Email andphone support
Geolime Live:doud-based mobile \liewoflive locations. Included:
-1 Year subscription for staff with an agency email address
- Unlimited case maps, targets, and data points
- Upto 100 active targets at any giventime
- Unlimited map sharing withlive viewersat any LE agency
- Oe\lices: major browsers on i Phone, Android,tablet, sWop
- 0-.-going improvementsto live data formatssupport
- Email andphone support
- Shared email aliasaa:ounts
1.00 lnduded
1.00 Included
1.00 lnduded
Subtotal
Sub-Total (USO)
Grand Total (USO)
USO 6,497.00
USO 6,497.00
USO 6,497.00
TheUncharted TttlTSof Service are a1Jailabtehere:
Fun JP.pns andConditions
Em3il:sale@eoti®C0OO- Telephone: 416-203-3003 - Uncharted So1t\ll.ere Inc (1onnerly0cu!usInfoInc.)
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CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
UNCHARTED SOFTWARE, INC.
Digitally signed by Akshar Mody
Date: 2021.12.21 15:14:20 -05'00'
Akshar Mody, Senior Manager - Financial Operations
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
Akshar Mody
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