End User License Agreement for GeoXtra Solutions Inc. Products
You (a person or a single entity) and GeoXtra Solutions Inc. (GeoXtra) are legally bound to this End User License Agreement (EULA) that governs your use of the GeoXtra Mobile Applications, Web Applications, and Software (collectively, the "Product(s)") and any related electronic or online documentation (Documentation), including but not limited to the associated media. The terms of this EULA apply to any purchased or free trial Product(s) as well as Product(s) that are made available to You for the sole purpose of testing and/or evaluation.
DOWNLOADING, INSTALLING, COPYING, OR USING THE PRODUCTS CONSTITUTES YOUR AGREEMENT TO THE TERMS OF THIS EULA. THE GRANT OF LICENSES BELOW REQUIRES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA. THE EULA, AS AMENDED BY ANY APPLICABLE SIGNED WRITTEN AGREEMENT BETWEEN GEOXTRA AND YOU, CONTAINS THE ENTIRE SET OF TERMS AND CONDITIONS GOVERNING THE USE OF THE PRODUCTS. IN ADDITION, THIS EULA SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS AND PRESENTATIONS CONCERNING THE PRODUCTS OR THE SUBJECT MATTER OF THIS AGREEMENT. FURTHERMORE, THIS EULA SUPERSEDES ALL PRIOR OR CONTEMPORARY COMMUNICATIONS, PROPOSALS, AND PRESENTATIONS, WHETHER ORAL OR WRITTEN, RELATING TO THE PRODUCTS OR THE SUBJECT MATTER OF THIS AGREEMENT.
EULA may be updated or amended by GeoXtra at any time without any notice to you. However, The version of EULA at the time of obtaining a license to use the Product(s) (including paid and free trial versions) governs your use of the Product(s) until your License Term expires. In the event of any conflict of terms between the English version and the other versions of this EULA in other languages, the English version supersedes.
1. TERMS DEFINITIONS
1.1. “Academic Use” means the use of GeoXtra products only for teaching and/or research purposes for a specific degree program within an educational institute. Student usage in a paid work context or any other use expressly banned by this EULA is not considered to be "Academic Use".
1.2. Product(s) identified with “Academic License” are called “Academic Products”.
1.3. Any person (not an organization) who is not one of your full-time, part-time, or temporary employees, temporary staff, or an independent contractor with your place of business or work site is referred to as an "External User."
1.4. Any individual or organization that is not an External User is either a “User” or an “Evaluator”.
1.5. Any personal computer (PC), workstation, terminal, handheld computer, pager, telephone, mobile phone, tablet, server or other electronic devices used by a User are referred to as “Device”.
1.6. "License" refers to the document GeoXtra provides to you in electronic form or in any other manner it deems appropriate in order to identify the Product licensed and permit the use of the Product(s).
1.7. The specific geographic location where the Product(s) is first installed or used is referred to as the “Site”.
1.8. "Time Clocks" are any time clocks, copy-protection features, or other security features that may cause the Product(s) to become inactive at the conclusion of any applicable subscription or term license period.
1.9. “License Term” is referred to the time duration of a license that is initially purchased.
1.10. “Third Party” is referred to any entity or individual other than GeoXtra and its employees.
1.11. “Documentation” means any online or offline help, user guides, or other documents related to the Product(s), including but not limited to this EULA.
1.12. “User Data” is defined as any information and data that is being input into the Product(s) in any shape or form.
2. REGISTRATION. Creation of an account (“Account”) and registration is required to exercise your rights under the granted License. To register and create an account, you are required to: (a) provide accurate and valid information, including payment information, and (b) update the provided information if any changes occur. Account creation requires assigning credentials (Credentials), typically in the form of unique user identification and a password to authenticate your access to your Account. You are responsible for maintaining your Account Credentials confidentiality. You must inform us immediately if any unauthorized use of your Account Credentials or any breach of security in the Product(s) is identified. All the activity that occurs under your Account is your responsibility. Individuals of thirteen (13) years old or older are allowed to use the Product(s) given their agreement to this EULA. For individuals between thirteen (13) and eighteen (18), their parents or legal guardians shall review and agree with this EULA on their behalf.
3. GRANT OF LICENSE. GeoXtra provides you with a revocable, non-transferable, non-assignable, non-exclusive license to install and use one copy of the Product(s) during the License Term and to use the associated documentation for internal, non-commercial reference only, subject to your compliance with the conditions of this EULA. You are also bound to the limitations of the license type (License Type) you purchase. Only one (1) type of License can be purchased for an Account. No downgrade of License Type to cheaper options is not allowed during the License Term. License Type upgrade is only allowed if all the previously purchased and active Licenses are also upgraded, and the price difference is paid by You.
4. RESERVED RIGHTS. You recognize and accept that the Product(s) are exclusive creations of GeoXtra and are shielded from infringement by copyright and other relevant treaty clauses and laws governing intellectual property. Furthermore, you acknowledge and agree that GeoXtra shall maintain ownership of all intellectual property rights and other rights, titles, and interests in and to the Product(s). All rights not specifically granted to you in this EULA are reserved by GeoXtra. THE PRODUCT(S) ARE NOT SOLD BUT LICENSED.
5. NO RENTAL OR COMMERCIAL HOSTING. Product(s) may not be rented, leased, loaned, or used to host websites for profit. You may not use the Product(s) to offer paid or transaction-based services. You may contact GeoXtra if you want to utilize the Product(s) in this way to arrange a different pricing if available.
6. LIMITATIONS IN THE NUMBER OF LICENSES. Each License grants access to GeoXlog for one (1) User at a time. GeoXoffice can be accessed by any number of users with each license.
7. LIMITATIONS AND RESTIRCTIONS. (i) Neither You nor any of your employees are not allowed to decode, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Product(s). (ii) Produce any copies of the Product(s), (iii) Make “links” to the products on the web, or “frame” or “mirror” any of the items on any other server, wireless device, or gadget with an internet connection, (iv) License resell, transfer, assign, distribution in any manner or make the Product(s) accessible to any third party other than your employees, (v) Utilize the product(s) or any associated information to create a service or product that is comparable to or competitive, or try to access the product(s) through any unauthorized interface. The sole exception to this rule is if the relevant legal framework specifically permits such conduct. To the extent that any of the actions mentioned in the preceding clause are expressly authorized by law, you won't use those rights until you've given GeoXtra thirty (30) days notice in writing that you intend to do so.
8. LICENSE CONDITIONS. All employees and subcontractors who access and use the Product(s) according to the License are subject to your liability for their actions and inactions. You are aware that the Product(s) may have features and functionality designed to render them technologically useless unless used in compliance with this EULA. The property rights notices that we affix to the Product(s) or Documentation may not be altered, removed, or obscured. When using the Product(s), you are required to abide by all relevant local, state, national, and international laws, treaties, and regulations. Any unauthorized use of the Product(s), as well as any other known or suspected breaches of the Product(s) or User account security, must also be immediately reported to GeoXtra. The Use of Product(s) by direct competitors of GeoXtra is not allowed unless with prior written permission from GeoXtra. Benchmarking or utilization of the Product(s) for competitive purposes or to monitor their functionality or performance is not allowed.
9. DATA CAPTURE AND USE. You consent to GeoXtra's right to obtain and use technical data gathered as part of the Product(s) for the purpose of supplying you with Product(s) support services and enhancing GeoXtra's Product(s) for a better or personalized service to you. The gathered information will not be shared with third parties unless it is in aggregate form. You acknowledge that GeoXtra may use the User Data to improve the Product(s) or develop any future Product(s). The User Data will remain confidential at all times and will not be shared by any Third Parties.
10. ARCHIVAL OR BACKUP COPY. You are allowed to create a sufficient number of backup copies of the Product(s) as long as you don't install or use them for anything other than archiving needs.
11. RESTRICTIONS ON CERTAIN PRODUCT(S). It is forbidden to sell, trade, or otherwise transmit Product(s) marked as a free trial, demo, evaluation, BDN, beta, technology preview, or "NFR" (or "Not for Resale" or with terms of similar meaning). You may only use such Product(s) for the sole purpose of testing or evaluation unless you and GeoXtra have a written agreement to do otherwise.
12. ACADEMIC SOFTWARE. GeoXtra may grant you a non-exclusive right and license to use the Academic Product(s) in object code form for Academic Use only. The sale or transfer of Academic Product(s) is not permitted.
13. LICENSE TERM AND TERMINATION. You acknowledge that the License is only active for a certain period of time (License Term) that is determined by You through the selection of License Type at the time of license purchase. License renewal is required for the continuation of service. Unless GeoXtra terminates it sooner in accordance with the terms and circumstances indicated in this section, this EULA and License take effect upon (a) acceptance of this EULA and (b) payment of appropriate fees as specified by the License Type. GeoXtra reserves the right to promptly revoke your access to the Product(s) and their contents if any of the following events occur: (i) you, your employees, your agents, or your subcontractors fail to comply with the terms and conditions of this EULA or our Terms of Service, or violate GeoXtra's intellectual property rights; or (ii) you do not make the necessary payments for the applicable licence and subscription fees on time. You and, if applicable, all of your employees, agents, and subcontractors must immediately stop using the Product(s) and Documentation upon any termination or expiration of this EULA and the License granted herein. You must also immediately return or destroy the Product(s) and Documentation, along with all copies, as determined by GeoXtra, and attest to such return or destruction in writing. GeoXtra reserves the right to automatically renew your License for the same number of License and License term and License Type unless you have notified us at least one (1) month prior to your License Term expiry date. By agreeing to this EULA, you authorize GeoXtra to charge you the fees for the License renewal one (1) month before the expiry date of your current License as set by the License Term. If you paid the License fees by credit card, GeoXtra would automatically charge your card according to the authorization set in this EULA. The charged amount will be equal to the applicable fee at the time of renewal for the same or similar License Type and License Term and the same number of License(s) that you have at that moment. License cancellations must be submitted to GeoXtra to [email protected] at least one (1) month prior to the License Term expiry date to avoid being charged for another License Term.
14. SYSTEM ACCESS AND SUPPORT. You acknowledge that GeoXtra may connect to your device remotely for maintenance and support of the Product(s). GeoXtra may access, view, and transfer diagnostic data logs in addition to implementing the Product(s) update if applicable. The data obtained for the purposes mentioned in this clause does not include any proprietary data related to You, your employees, or data collected or created through your Use of the Product(s). It must be noted that GeoXtra is not responsible for any mobile service or internet charges related to these remote connections.
15. MOBILE COMMUNICAITONS. GeoXtra is not responsible for any losses, damages and/or costs that may arise from mobile and Wi-Fi communications issues, including but not limited to connection limitations, availability, and delays.
16. GLOBAL POSITIONING SYSTEM (GPS). You acknowledge that the embedded GPS feature shall not be used for the purpose of navigation and that the provided location is not accurate.
17. PRODUCT(S) UPDATES AND SUPPORT. This EULA applies to all the new releases and updates of the Product(s) that are provided to you either free of charge or at a specified upgrade fee, even if GeoXtra may not ask you to sign a new EULA. Otherwise, your right to use the Product(s) is terminated, and no support, maintenance, or consultation is provided unless a new written agreement is made between you and GeoXtra.
18. INTELLECTUAL PROPERTY AND CONTENT OWNERSHIP. All intellectual property rights, including copyrights, trademarks, and patents, as well as proprietary and moral rights, such as trade secrets, rights of authorship, and modification, worldwide for the Product(s) and Documentation, along with their derivative works and enhancements, belong to GeoXtra as the owner or licensee. Notwithstanding the previous statement, GeoXtra does not assert ownership over the User Forms and Data. You have the option to designate some Forms as "Public," in which case other users of the Product(s) may freely use them. You provide GeoXtra and users of the Product(s) an unrestricted, unlimited, permanent, transferable, global, royalty-free licence to use the Form if you mark it as public. You are attesting that you either own the Form or possess the right to grant such a licence by doing this. The names, trademarks, and logos of GeoXtra and our Product(s) shall not be used in any way other than as expressly permitted by this EULA with regard to copies of the Documentation. Please be aware that this EULA does not transfer ownership of the Products or Documentation to you or any other party, nor does it constitute a sale of the Products or Documentation. In the development of the Product(s), GeoXtra may integrate Third Party Content, which may include software code, data, or other content licensed from entities other than GeoXtra, and which GeoXtra does not own You are given access to this third-party content on a pass-through or sub-license basis, subject to the unique terms and conditions set out by its owners and licensors. GeoXtra does not have the authority to alter these terms and conditions. However, GeoXtra has obtained permission from the Third Party Content Licensors or Owners to provide its Users with the right to use this content under their respective Terms and Conditions.
19. USER DATA. GeoXtra does not claim ownership nor has responsibility for the User Data. The user has complete freedom and authority over the User Data inputted into and utilized with the product(s). Hence, the user is fully accountable for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness, and authorization to utilize the User Data. GeoXtra cannot be held responsible or liable for any deletion, destruction, damage, or loss of User Data due to the User's actions and interactions with the Product(s), the User’s negligence, or misuse of the Product(s). GeoXtra does not intend to receive and record Regulated Information (i.e., information that has specific handling requirements under certain laws and regulations) and hence is not responsible for following any regulations applied to such information. GeoXtra will keep a copy of the User Data for up to thirty (30) days after the License Term expiry or License termination and make it available for the User to download. You acknowledge that GeoXtra may permanently delete the User Data after thirty (30) days following the License Term expiry or License termination.
20. CONFIDENTIALITY. GeoXtra may disclose to you information about pricing, Product(s) performance, strategic direction, and identities and details of other licensees with their permission to improve User experience and Product(s). Such information is regarded as Confidential Information. You are prohibited from (a) sharing the Confidential Information even within your organization unless it is required to use the Product(s), or (b) revealing the Confidential Information to any third party outside our organization without the explicit written consent of GeoXtra.
21. WARRANTIES AND LIABILITIES. GeoXtra warrants that the Product(s), in their original and unmodified form, will operate as advertised on www.geoxtra.ca. GeoXtra is not responsible for any (1) User Forms, (2) User Data, (3) data losses or damages due to reasons outside GeoXtra’s control and Product(s), including but not limited to malfunction of mobile devices, personal computers, or any device that the Product(s) are accessed from, (4) use of Product(s) in conjunction with third-party components that do not comply with GeoXtra specifications, and (5) data losses or damages due to the issues with the server and the data storage platform. Third-Party products and codes developed by parties other than GeoXtra may be used in the Product(s) development. GeoXtra does not provide any warranty on those Third Party codes and products and is not liable for any User Data losses or damages from their malfunction. User is responsible for properly backing up and saving their data. GeoXtra will take all reasonable measures to protect User Data; however, GeoXtra is not liable for any User Data losses, profit losses, or damages that may arise from the use of the Product(s). User shall provide sufficient information and a written notice not later than 24 hours after the warranty breach is discovered to be eligible for the remedy outlined below. All warranty breach claims by USER shall be provided within two (2) months after the warranty breach is discovered. We expressly disclaim any additional warranties, whether expressed, inferred, or legal, including but not limited to warranties pertaining to merchantability, suitability for a particular use, non-infringement, and those provided by law, to the maximum extent permitted by law. We do not promise that the Product(s) will be error-free, operate without any glitches, or satisfy your expectations. You acknowledge using the Product(s) “As IS”. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELATED, OR PUNITIVE DAMAGES, LOST OR IMPUTED PROFITS, OR DATA LOSS, TO THE MAXIMUM EXTENT PERMITTED BY LAW. In the event of a breach of this warranty and for any claims related to this EULA and if the USER has provided written notice as outlined above, GeoXtra’s liability is LIMITED to the direct damages in the amount equal to the fees paid by the USER to access the Product or Products that resulted in the violation of this warranty in the maximum of twelve (12) months period pertaining to the date that the warranty breach was accepted by GeoXtra. The USER will not hold GeoXtra, our Third Party licensors and their parent organizations, and GeoXtra’s officers, directors, employees, attorneys, and agents liable for any claims, losses, damages, costs and expenses (including but not limited to legal costs) due to (a) User Data and/or User Forms copyright infringements or harms and damages to Third Parties and (b) your breach of this EULA. The restrictions described in this section are relevant to all claims and causes of action, whether or not GeoXtra was informed of their potential occurrence.
22. TRANSFER AND ASSIGNMENT RIGHTS. You, your employees, your subcontractors and/or anyone who is included in your license are not allowed to transfer any Product(s) licenses or rights under this EULA to Third Parties. In any case, the User requires to transfer their rights and license under this EULA; they shall obtain GeoXtra’s agreement by (a) providing a written notice by at least thirty (30) business days prior to the desired date of transfer, (b) obtaining written agreement from the transferee to pay any outstanding license fees or transfer fees to GeoXtra, (c) requiring the transferee to sign a new agreement with GeoXtra that includes their agreement with the most up to date version of the EULA, Terms of Service, and Privacy Policy, and (d) any other specific conditions that may be required by GeoXtra. A license transfer under the conditions outlined here would result in immediate termination of the current license and The User will have thirty (30) days to save a copy of the User Data and their Forms.
23. COMMUNICATIONS. All communications to and from GeoXtra will be through email. Additionally, some communications to and from GeoXtra may be through regular mail.
24. GOVERNING LAWS. This EULA will be governed by Ontario provincial laws and the laws of Canada, irrespective of any conflicts of laws principles. Any disagreements or conflicts between the parties must be resolved in either the Ontario provincial courts or the Federal Courts situated in Ontario, and the courts will exercise sole authority over the matter, with jurisdiction encompassing both the substance and process of the issue at hand. This EULA shall not be superseded, replaced, or amended by any internal purchase order that you may require.
25. MISCELLANEOUS. GeoXtra is not responsible for performance issues beyond our control. Acceptance of this EULA and the use of Product(s) does not result in the creation of a joint venture, partnership, or employment between you and GeoXtra. Your contact and account information are your sole responsibility, and you shall ensure that they are correct and up-to-date. You shall notify GeoXtra immediately if any changes in your contact information occur. You authorize GeoXtra to use your company’s name and logo in the list of its Users and publish such information publicly. If, in any circumstances, you fail to make the payment for the Product(s) under your License, you are responsible for any expenses, collection fees, and legal fees that may occur in addition to the amount owed. Additionally, your License will be put on hold until all costs and expenses mentioned before are recovered. This EULA supersedes all previous or concurrent written and verbal agreements or proposals related to the Product(s), and along with the Terms of Service document embodies the complete agreement between you and GeoXtra unless agreed through a written agreement between you and GeoXtra. GeoXtra reserves the right to modify this EULA without prior notification. In the event that any changes in this EULA are made, you will be sent a copy of the new EULA.
You (a person or a single entity) and GeoXtra Solutions Inc. (GeoXtra) are legally bound to this End User License Agreement (EULA) that governs your use of the GeoXtra Mobile Applications, Web Applications, and Software (collectively, the "Product(s)") and any related electronic or online documentation (Documentation), including but not limited to the associated media. The terms of this EULA apply to any purchased or free trial Product(s) as well as Product(s) that are made available to You for the sole purpose of testing and/or evaluation.
DOWNLOADING, INSTALLING, COPYING, OR USING THE PRODUCTS CONSTITUTES YOUR AGREEMENT TO THE TERMS OF THIS EULA. THE GRANT OF LICENSES BELOW REQUIRES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA. THE EULA, AS AMENDED BY ANY APPLICABLE SIGNED WRITTEN AGREEMENT BETWEEN GEOXTRA AND YOU, CONTAINS THE ENTIRE SET OF TERMS AND CONDITIONS GOVERNING THE USE OF THE PRODUCTS. IN ADDITION, THIS EULA SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS AND PRESENTATIONS CONCERNING THE PRODUCTS OR THE SUBJECT MATTER OF THIS AGREEMENT. FURTHERMORE, THIS EULA SUPERSEDES ALL PRIOR OR CONTEMPORARY COMMUNICATIONS, PROPOSALS, AND PRESENTATIONS, WHETHER ORAL OR WRITTEN, RELATING TO THE PRODUCTS OR THE SUBJECT MATTER OF THIS AGREEMENT.
EULA may be updated or amended by GeoXtra at any time without any notice to you. However, The version of EULA at the time of obtaining a license to use the Product(s) (including paid and free trial versions) governs your use of the Product(s) until your License Term expires. In the event of any conflict of terms between the English version and the other versions of this EULA in other languages, the English version supersedes.
1. TERMS DEFINITIONS
1.1. “Academic Use” means the use of GeoXtra products only for teaching and/or research purposes for a specific degree program within an educational institute. Student usage in a paid work context or any other use expressly banned by this EULA is not considered to be "Academic Use".
1.2. Product(s) identified with “Academic License” are called “Academic Products”.
1.3. Any person (not an organization) who is not one of your full-time, part-time, or temporary employees, temporary staff, or an independent contractor with your place of business or work site is referred to as an "External User."
1.4. Any individual or organization that is not an External User is either a “User” or an “Evaluator”.
1.5. Any personal computer (PC), workstation, terminal, handheld computer, pager, telephone, mobile phone, tablet, server or other electronic devices used by a User are referred to as “Device”.
1.6. "License" refers to the document GeoXtra provides to you in electronic form or in any other manner it deems appropriate in order to identify the Product licensed and permit the use of the Product(s).
1.7. The specific geographic location where the Product(s) is first installed or used is referred to as the “Site”.
1.8. "Time Clocks" are any time clocks, copy-protection features, or other security features that may cause the Product(s) to become inactive at the conclusion of any applicable subscription or term license period.
1.9. “License Term” is referred to the time duration of a license that is initially purchased.
1.10. “Third Party” is referred to any entity or individual other than GeoXtra and its employees.
1.11. “Documentation” means any online or offline help, user guides, or other documents related to the Product(s), including but not limited to this EULA.
1.12. “User Data” is defined as any information and data that is being input into the Product(s) in any shape or form.
2. REGISTRATION. Creation of an account (“Account”) and registration is required to exercise your rights under the granted License. To register and create an account, you are required to: (a) provide accurate and valid information, including payment information, and (b) update the provided information if any changes occur. Account creation requires assigning credentials (Credentials), typically in the form of unique user identification and a password to authenticate your access to your Account. You are responsible for maintaining your Account Credentials confidentiality. You must inform us immediately if any unauthorized use of your Account Credentials or any breach of security in the Product(s) is identified. All the activity that occurs under your Account is your responsibility. Individuals of thirteen (13) years old or older are allowed to use the Product(s) given their agreement to this EULA. For individuals between thirteen (13) and eighteen (18), their parents or legal guardians shall review and agree with this EULA on their behalf.
3. GRANT OF LICENSE. GeoXtra provides you with a revocable, non-transferable, non-assignable, non-exclusive license to install and use one copy of the Product(s) during the License Term and to use the associated documentation for internal, non-commercial reference only, subject to your compliance with the conditions of this EULA. You are also bound to the limitations of the license type (License Type) you purchase. Only one (1) type of License can be purchased for an Account. No downgrade of License Type to cheaper options is not allowed during the License Term. License Type upgrade is only allowed if all the previously purchased and active Licenses are also upgraded, and the price difference is paid by You.
4. RESERVED RIGHTS. You recognize and accept that the Product(s) are exclusive creations of GeoXtra and are shielded from infringement by copyright and other relevant treaty clauses and laws governing intellectual property. Furthermore, you acknowledge and agree that GeoXtra shall maintain ownership of all intellectual property rights and other rights, titles, and interests in and to the Product(s). All rights not specifically granted to you in this EULA are reserved by GeoXtra. THE PRODUCT(S) ARE NOT SOLD BUT LICENSED.
5. NO RENTAL OR COMMERCIAL HOSTING. Product(s) may not be rented, leased, loaned, or used to host websites for profit. You may not use the Product(s) to offer paid or transaction-based services. You may contact GeoXtra if you want to utilize the Product(s) in this way to arrange a different pricing if available.
6. LIMITATIONS IN THE NUMBER OF LICENSES. Each License grants access to GeoXlog for one (1) User at a time. GeoXoffice can be accessed by any number of users with each license.
7. LIMITATIONS AND RESTIRCTIONS. (i) Neither You nor any of your employees are not allowed to decode, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Product(s). (ii) Produce any copies of the Product(s), (iii) Make “links” to the products on the web, or “frame” or “mirror” any of the items on any other server, wireless device, or gadget with an internet connection, (iv) License resell, transfer, assign, distribution in any manner or make the Product(s) accessible to any third party other than your employees, (v) Utilize the product(s) or any associated information to create a service or product that is comparable to or competitive, or try to access the product(s) through any unauthorized interface. The sole exception to this rule is if the relevant legal framework specifically permits such conduct. To the extent that any of the actions mentioned in the preceding clause are expressly authorized by law, you won't use those rights until you've given GeoXtra thirty (30) days notice in writing that you intend to do so.
8. LICENSE CONDITIONS. All employees and subcontractors who access and use the Product(s) according to the License are subject to your liability for their actions and inactions. You are aware that the Product(s) may have features and functionality designed to render them technologically useless unless used in compliance with this EULA. The property rights notices that we affix to the Product(s) or Documentation may not be altered, removed, or obscured. When using the Product(s), you are required to abide by all relevant local, state, national, and international laws, treaties, and regulations. Any unauthorized use of the Product(s), as well as any other known or suspected breaches of the Product(s) or User account security, must also be immediately reported to GeoXtra. The Use of Product(s) by direct competitors of GeoXtra is not allowed unless with prior written permission from GeoXtra. Benchmarking or utilization of the Product(s) for competitive purposes or to monitor their functionality or performance is not allowed.
9. DATA CAPTURE AND USE. You consent to GeoXtra's right to obtain and use technical data gathered as part of the Product(s) for the purpose of supplying you with Product(s) support services and enhancing GeoXtra's Product(s) for a better or personalized service to you. The gathered information will not be shared with third parties unless it is in aggregate form. You acknowledge that GeoXtra may use the User Data to improve the Product(s) or develop any future Product(s). The User Data will remain confidential at all times and will not be shared by any Third Parties.
10. ARCHIVAL OR BACKUP COPY. You are allowed to create a sufficient number of backup copies of the Product(s) as long as you don't install or use them for anything other than archiving needs.
11. RESTRICTIONS ON CERTAIN PRODUCT(S). It is forbidden to sell, trade, or otherwise transmit Product(s) marked as a free trial, demo, evaluation, BDN, beta, technology preview, or "NFR" (or "Not for Resale" or with terms of similar meaning). You may only use such Product(s) for the sole purpose of testing or evaluation unless you and GeoXtra have a written agreement to do otherwise.
12. ACADEMIC SOFTWARE. GeoXtra may grant you a non-exclusive right and license to use the Academic Product(s) in object code form for Academic Use only. The sale or transfer of Academic Product(s) is not permitted.
13. LICENSE TERM AND TERMINATION. You acknowledge that the License is only active for a certain period of time (License Term) that is determined by You through the selection of License Type at the time of license purchase. License renewal is required for the continuation of service. Unless GeoXtra terminates it sooner in accordance with the terms and circumstances indicated in this section, this EULA and License take effect upon (a) acceptance of this EULA and (b) payment of appropriate fees as specified by the License Type. GeoXtra reserves the right to promptly revoke your access to the Product(s) and their contents if any of the following events occur: (i) you, your employees, your agents, or your subcontractors fail to comply with the terms and conditions of this EULA or our Terms of Service, or violate GeoXtra's intellectual property rights; or (ii) you do not make the necessary payments for the applicable licence and subscription fees on time. You and, if applicable, all of your employees, agents, and subcontractors must immediately stop using the Product(s) and Documentation upon any termination or expiration of this EULA and the License granted herein. You must also immediately return or destroy the Product(s) and Documentation, along with all copies, as determined by GeoXtra, and attest to such return or destruction in writing. GeoXtra reserves the right to automatically renew your License for the same number of License and License term and License Type unless you have notified us at least one (1) month prior to your License Term expiry date. By agreeing to this EULA, you authorize GeoXtra to charge you the fees for the License renewal one (1) month before the expiry date of your current License as set by the License Term. If you paid the License fees by credit card, GeoXtra would automatically charge your card according to the authorization set in this EULA. The charged amount will be equal to the applicable fee at the time of renewal for the same or similar License Type and License Term and the same number of License(s) that you have at that moment. License cancellations must be submitted to GeoXtra to [email protected] at least one (1) month prior to the License Term expiry date to avoid being charged for another License Term.
14. SYSTEM ACCESS AND SUPPORT. You acknowledge that GeoXtra may connect to your device remotely for maintenance and support of the Product(s). GeoXtra may access, view, and transfer diagnostic data logs in addition to implementing the Product(s) update if applicable. The data obtained for the purposes mentioned in this clause does not include any proprietary data related to You, your employees, or data collected or created through your Use of the Product(s). It must be noted that GeoXtra is not responsible for any mobile service or internet charges related to these remote connections.
15. MOBILE COMMUNICAITONS. GeoXtra is not responsible for any losses, damages and/or costs that may arise from mobile and Wi-Fi communications issues, including but not limited to connection limitations, availability, and delays.
16. GLOBAL POSITIONING SYSTEM (GPS). You acknowledge that the embedded GPS feature shall not be used for the purpose of navigation and that the provided location is not accurate.
17. PRODUCT(S) UPDATES AND SUPPORT. This EULA applies to all the new releases and updates of the Product(s) that are provided to you either free of charge or at a specified upgrade fee, even if GeoXtra may not ask you to sign a new EULA. Otherwise, your right to use the Product(s) is terminated, and no support, maintenance, or consultation is provided unless a new written agreement is made between you and GeoXtra.
18. INTELLECTUAL PROPERTY AND CONTENT OWNERSHIP. All intellectual property rights, including copyrights, trademarks, and patents, as well as proprietary and moral rights, such as trade secrets, rights of authorship, and modification, worldwide for the Product(s) and Documentation, along with their derivative works and enhancements, belong to GeoXtra as the owner or licensee. Notwithstanding the previous statement, GeoXtra does not assert ownership over the User Forms and Data. You have the option to designate some Forms as "Public," in which case other users of the Product(s) may freely use them. You provide GeoXtra and users of the Product(s) an unrestricted, unlimited, permanent, transferable, global, royalty-free licence to use the Form if you mark it as public. You are attesting that you either own the Form or possess the right to grant such a licence by doing this. The names, trademarks, and logos of GeoXtra and our Product(s) shall not be used in any way other than as expressly permitted by this EULA with regard to copies of the Documentation. Please be aware that this EULA does not transfer ownership of the Products or Documentation to you or any other party, nor does it constitute a sale of the Products or Documentation. In the development of the Product(s), GeoXtra may integrate Third Party Content, which may include software code, data, or other content licensed from entities other than GeoXtra, and which GeoXtra does not own You are given access to this third-party content on a pass-through or sub-license basis, subject to the unique terms and conditions set out by its owners and licensors. GeoXtra does not have the authority to alter these terms and conditions. However, GeoXtra has obtained permission from the Third Party Content Licensors or Owners to provide its Users with the right to use this content under their respective Terms and Conditions.
19. USER DATA. GeoXtra does not claim ownership nor has responsibility for the User Data. The user has complete freedom and authority over the User Data inputted into and utilized with the product(s). Hence, the user is fully accountable for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness, and authorization to utilize the User Data. GeoXtra cannot be held responsible or liable for any deletion, destruction, damage, or loss of User Data due to the User's actions and interactions with the Product(s), the User’s negligence, or misuse of the Product(s). GeoXtra does not intend to receive and record Regulated Information (i.e., information that has specific handling requirements under certain laws and regulations) and hence is not responsible for following any regulations applied to such information. GeoXtra will keep a copy of the User Data for up to thirty (30) days after the License Term expiry or License termination and make it available for the User to download. You acknowledge that GeoXtra may permanently delete the User Data after thirty (30) days following the License Term expiry or License termination.
20. CONFIDENTIALITY. GeoXtra may disclose to you information about pricing, Product(s) performance, strategic direction, and identities and details of other licensees with their permission to improve User experience and Product(s). Such information is regarded as Confidential Information. You are prohibited from (a) sharing the Confidential Information even within your organization unless it is required to use the Product(s), or (b) revealing the Confidential Information to any third party outside our organization without the explicit written consent of GeoXtra.
21. WARRANTIES AND LIABILITIES. GeoXtra warrants that the Product(s), in their original and unmodified form, will operate as advertised on www.geoxtra.ca. GeoXtra is not responsible for any (1) User Forms, (2) User Data, (3) data losses or damages due to reasons outside GeoXtra’s control and Product(s), including but not limited to malfunction of mobile devices, personal computers, or any device that the Product(s) are accessed from, (4) use of Product(s) in conjunction with third-party components that do not comply with GeoXtra specifications, and (5) data losses or damages due to the issues with the server and the data storage platform. Third-Party products and codes developed by parties other than GeoXtra may be used in the Product(s) development. GeoXtra does not provide any warranty on those Third Party codes and products and is not liable for any User Data losses or damages from their malfunction. User is responsible for properly backing up and saving their data. GeoXtra will take all reasonable measures to protect User Data; however, GeoXtra is not liable for any User Data losses, profit losses, or damages that may arise from the use of the Product(s). User shall provide sufficient information and a written notice not later than 24 hours after the warranty breach is discovered to be eligible for the remedy outlined below. All warranty breach claims by USER shall be provided within two (2) months after the warranty breach is discovered. We expressly disclaim any additional warranties, whether expressed, inferred, or legal, including but not limited to warranties pertaining to merchantability, suitability for a particular use, non-infringement, and those provided by law, to the maximum extent permitted by law. We do not promise that the Product(s) will be error-free, operate without any glitches, or satisfy your expectations. You acknowledge using the Product(s) “As IS”. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELATED, OR PUNITIVE DAMAGES, LOST OR IMPUTED PROFITS, OR DATA LOSS, TO THE MAXIMUM EXTENT PERMITTED BY LAW. In the event of a breach of this warranty and for any claims related to this EULA and if the USER has provided written notice as outlined above, GeoXtra’s liability is LIMITED to the direct damages in the amount equal to the fees paid by the USER to access the Product or Products that resulted in the violation of this warranty in the maximum of twelve (12) months period pertaining to the date that the warranty breach was accepted by GeoXtra. The USER will not hold GeoXtra, our Third Party licensors and their parent organizations, and GeoXtra’s officers, directors, employees, attorneys, and agents liable for any claims, losses, damages, costs and expenses (including but not limited to legal costs) due to (a) User Data and/or User Forms copyright infringements or harms and damages to Third Parties and (b) your breach of this EULA. The restrictions described in this section are relevant to all claims and causes of action, whether or not GeoXtra was informed of their potential occurrence.
22. TRANSFER AND ASSIGNMENT RIGHTS. You, your employees, your subcontractors and/or anyone who is included in your license are not allowed to transfer any Product(s) licenses or rights under this EULA to Third Parties. In any case, the User requires to transfer their rights and license under this EULA; they shall obtain GeoXtra’s agreement by (a) providing a written notice by at least thirty (30) business days prior to the desired date of transfer, (b) obtaining written agreement from the transferee to pay any outstanding license fees or transfer fees to GeoXtra, (c) requiring the transferee to sign a new agreement with GeoXtra that includes their agreement with the most up to date version of the EULA, Terms of Service, and Privacy Policy, and (d) any other specific conditions that may be required by GeoXtra. A license transfer under the conditions outlined here would result in immediate termination of the current license and The User will have thirty (30) days to save a copy of the User Data and their Forms.
23. COMMUNICATIONS. All communications to and from GeoXtra will be through email. Additionally, some communications to and from GeoXtra may be through regular mail.
24. GOVERNING LAWS. This EULA will be governed by Ontario provincial laws and the laws of Canada, irrespective of any conflicts of laws principles. Any disagreements or conflicts between the parties must be resolved in either the Ontario provincial courts or the Federal Courts situated in Ontario, and the courts will exercise sole authority over the matter, with jurisdiction encompassing both the substance and process of the issue at hand. This EULA shall not be superseded, replaced, or amended by any internal purchase order that you may require.
25. MISCELLANEOUS. GeoXtra is not responsible for performance issues beyond our control. Acceptance of this EULA and the use of Product(s) does not result in the creation of a joint venture, partnership, or employment between you and GeoXtra. Your contact and account information are your sole responsibility, and you shall ensure that they are correct and up-to-date. You shall notify GeoXtra immediately if any changes in your contact information occur. You authorize GeoXtra to use your company’s name and logo in the list of its Users and publish such information publicly. If, in any circumstances, you fail to make the payment for the Product(s) under your License, you are responsible for any expenses, collection fees, and legal fees that may occur in addition to the amount owed. Additionally, your License will be put on hold until all costs and expenses mentioned before are recovered. This EULA supersedes all previous or concurrent written and verbal agreements or proposals related to the Product(s), and along with the Terms of Service document embodies the complete agreement between you and GeoXtra unless agreed through a written agreement between you and GeoXtra. GeoXtra reserves the right to modify this EULA without prior notification. In the event that any changes in this EULA are made, you will be sent a copy of the new EULA.
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