Peter M. Groen / knowledgetree

<h1>License Agreement</h1>

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<p class="description">
Please read and accept the license agreement below before continuing with the setup.
</p>

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<h2>KnowledgeTree On-premise Commercial End-User</h2>
<p>
License Agreement Version 2.3
</p>
<p>
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, YOU AGREE ON BEHALF
OF THE ENTITY LICENSING THE SOFTWARE AND WHO IS BECOMING A PARTY TO THIS LICENSE AGREEMENT ("THE COMPANY") TO BE BOUND BY THE TERMS OF
THIS AGREEMENT AND THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF
THE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.
</p>
<p>
This is an agreement entered into by and between you (the "Company") and KnowledgeTree and
its subsidiaries ("KT"). This Agreement states the terms and conditions upon which KT offers to
license the KnowledgeTree Commercial Editions software provided in this package together with all
related documentation and accompanying items including, but not limited to, the executable programs,
drivers, libraries and data files associated with such programs (collectively, the "Software").
</p>
<p>
<h3>DEFINITIONS</h3>
Accessible Code means source code contained within the Software that is accessible under this
Agreement.
</p>
<p>
Affiliate means a company which is controlled, under common control or controlling the Company
during the period of such control. For the purposes of this Agreement, "control" shall mean ownership,
directly or indirectly, of more than 50% of the shares in the Company (or other voting securities) which
vote for the election of the board of directors or other managing body of the Company.
</p>
<p>
End User means an employee, contractor or agent of the Company and its Affiliates authorized by the
Company to use the Software as per the terms of this Agreement.
</p>
<p>
OEM Distribution means distribution of the Software as either a bundled add-on to, or embedded
component of, another application with such application being made available to its users as, but not
limited to, an on-premise application, a hosted application, a Software-as-a-Service offering or a
subscription service for which the distributor of the application receives a license fee or any form of
direct or indirect compensation.
</p>
<p>
Protected Code means source code contained within the Software that is protected against access by
KT and is not accessible under this Agreement.
</p>
<p>
Distribution Archive means a software installer package or any other distribution medium commonly
utilized to package and distribute software.
</p>
<p>
Customer Service Systems means any online system provided by KT or its service providers to provide
Company with product support, access to the Software, or user licenses, though not limited to these
services.
</p>
<p>
Unlimited Use License  means a grant of license under this agreement that is not limited to a set
number of End Users, but is limited to one physical server device that the Software may be run on.
Grant of Rights
</p>
<p>
For the term of this Agreement and subject to the Company's payment of the license fees as defined
below KT grants the Company a non-exclusive, non-transferable, non-sublicensable right to use and
modify the Software only for the Company's own internal use and limited to the number of End Users
for which the Company has paid the applicable license fee.
</p>
<p>
<h3>Company's responsibility for End Users</h3>
The Company shall be responsible for any act or omission of all End Users and for their compliance
with all of the terms of this Agreement. Any action or breach by any of the Company's employees,
contractors, agents or Affiliates shall be deemed an action or breach by the Company of this
Agreement and the Company hereby indemnifies and holds KT harmless from any and all such
breaches of this Agreement. The Company waives all of those defenses that the Company may have in
law or otherwise which may be raised to avoid liability should the Company not be liable for its
employees, contractors', agents' or Affiliates' acts, omissions and non-compliance with the terms of this
Agreement.
</p>
<p>
<h3>Delivery and acceptance of the Software</h3>
The Software shall be deemed accepted once the Company has successfully downloaded and unpacked
the Distribution Archive.
</p>
<p>
<h3>Restrictions</h3>
The Company shall not, directly or indirectly: (i) remove or alter any copyright, trademark or
proprietary notice in the Software; (ii) transfer, use or export the Software in violation of any laws or
regulations of any government or governmental agency; (iii) reverse engineer, decompile or modify
any protected code which forms part of the Software; (iv) distribute the Software via OEM Distribution
without entering into a separate OEM Distribution Agreement with KT; (v) redistribute the Accessible
or Protected Code; (vi) use and or modify the Software to develop a competitive product; and (vii)
commit any act or omission the likely result of which is that KT's reputation will be brought into
disrepute or which act or omission could reasonably be expected to have or does have a material and
adverse effect on KT's interests.
</p>
<p>
The Software includes license protection mechanisms that are designed to manage and protect the
intellectual property rights of KT. The Company must not modify or alter those features to try to defeat
the Software use rules that the license protection mechanisms are designed to enforce.
Notwithstanding anything to the contrary in this Agreement, during the period of this Agreement the
Company may continue to use the Software initially provided under this Agreement with the source
code and license key and use differing databases, web servers or operating systems than the database,
web server or operating system initially selected by the Company on installation of the Software at no
charge.
</p>
<p>
<h3>Proprietary Rights</h3>
KT and its licensors shall own all right, title, and interest to the Software, technology, information,
code or software provided to Company, including all portions, copies or modifications thereof. Except
as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication,
estoppel, or otherwise.
</p>
<p>
<h3>Fees and Payment</h3>
End User Accounts: The Company shall designate an Administrator and notify KT of the identity and
contact information for said Administrator. The Administrator may add End Users to the Company's
subscription for the Software by placing an order with KT. The Company is responsible for all activity
occurring under the Company's End User's accounts. The Company shall notify KT immediately of any
unauthorized use of any password or account that provides Company access to the Customer Service
Systems, or unauthorized copying or distribution of the Software or related proprietary material. End
User accounts cannot be shared or used by more than one individual End User but may be reassigned to
new End Users replacing former End Users.
</p>
<p>
License fee: The Company shall pay to KT an amount specified on the KnowledgeTree website for the
number of End Users that Company selects. Payment of the license fee shall be due and payable as set
forth in the terms and conditions on the KnowledgeTree website. All fees paid to KT are non-
refundable. The Company will also pay all applicable taxes, including sales, use, personal property,
value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties,
including penalties and interest, imposed by any federal, state, provincial or other government entity on
the transactions contemplated by this Agreement.
</p>
<p>
Records Retention: Unless the company has purchased an Unlimited Use License, the Company shall
maintain accurate records necessary to verify the number of End Users. Upon KT's written request, the
Company shall provide KT with such records within ten (10) days. If the Company has more End
Users than the Company has paid for, the Company shall immediately pay KT an additional license fee
in addition to any costs incurred by KT associated with reviewing such records.
</p>
<p>
<h3>COPYRIGHT</h3>
KT reserves all rights not expressly granted to you in this EULA. The Software is protected by
copyright and other intellectual property laws and treaties. KT and/or its licensors own the title,
copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. The
Company may not remove the copyright notice from any copy of the Software or any copy of the
written materials, if any, accompanying the Software.
</p>
<p>
<h3>MERGER OR INTEGRATION</h3>
Should the Company merge any portion of the Software or accessible code into, or integrate any
portion of the Software or accessible code with, any other program or code, any portion of the Software
or accessible code merged into or integrated with another program, if any, will continue to be subject to
the terms and conditions of this Agreement, and the Company must reproduce on the merged or
integrated portion all copyright and other proprietary rights notices included in the originals of the
Software or accessible code.
</p>
<p>
<h3>TRANSFER OF LICENSE</h3>
The Company may not transfer its license in terms of this Agreement to any external third parties.
</p>
<p>
<h3>LIMITATIONS ON USING, COPYING, AND MODIFYING THE SOFTWARE</h3>
Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where the
Company acquired the Software, it may not use, copy or modify the Software. Nor may the Company
sub-license any of its rights under this Agreement.
</p>
<p>
<h3>DECOMPILING, DISASSEMBLING, OR REVERSE ENGINEERING</h3>
The Company acknowledges that the Software contains trade secrets and other proprietary information
of KT and its licensors. Except to the extent expressly permitted by this Agreement or by the laws of
the jurisdiction where the Company is located, it may not decompile, disassemble or otherwise reverse
engineer the Software, or engage in any other activities to obtain underlying information that is not
visible to the user in connection with the normal use of the Software.
</p>
<p>
In particular, the Company agrees not for any purpose to transmit the Software or display the
Software's object code on any computer screen or to make any hardcopy memory dumps of the
Software's object code. If the Company believes that it requires information related to the
interoperability of the Software with other programs, it shall not decompile or disassemble the
Software to obtain such information, and it agrees to request such information from KT at the address
listed below. Upon receiving such a request, KT shall determine whether the Company requires such
information for a legitimate purpose and, if so, KT will provide such information to the Company
within a reasonable time and on reasonable conditions.
</p>
<p>
In any event, the Company will notify KT of any information derived from reverse engineering or such
other activities, and the results thereof will constitute the confidential information of KT that may be
used only in connection with the Software.
</p>
<p>
<h3>DURATION AND TERMINATION</h3>
The license granted to the Company is effective for 1 (ONE) year. The license will also terminate
automatically without any notice from KT if the Company fails to comply with any term or condition
of this Agreement. Upon termination, KT may also enforce any rights provided by law. The provisions
of this Agreement that protect the proprietary rights of KT will continue in force after termination.
</p>
<p>
<h3>SOFTWARE MAINTENANCE</h3>
Software Maintenance includes KT's provisioning to the Company of updates and/or enhancements of
the Software made generally available to customers from time to time, and online technical support
(and where applicable, phone support) to one Company-designated technical contact for the sole
purpose of addressing technical issues relating to the use of the Software (excluding any form of on-
site visits by KT personnel or contractors).
</p>
<p>
<h3>DISCLAIMER OF ANY WARRANTY</h3>
KT does not warrant that the functions contained in the Software will meet the Company's
requirements or that the operation of the Software will be correct, uninterrupted or error-free. KT
provides evaluation copies of the Product so that customers can assess the Product.
</p>
<p>
THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT.
</p>
<p>
The Company assumes responsibility for the support and fault-finding of any modifications made to
the Software, or merger and integration undertaken with or between any other program or code.
The Company assumes full responsibility for the selection of the Software to achieve its intended
results, and for the installation, use and results obtained from the Software. The Company also assumes
the entire risk as it applies to the quality and performance of the Software. Should the Software prove
defective, the Company (and not KT, or its distributors or dealers) assumes the entire cost of any and
all necessary servicing, repair or correction.
</p>
<p>
Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not
apply to the Company. KT disclaims all warranties of any kind if the Software was customized,
repackaged or altered in any way by any third party other than KT.
</p>
<p>
<h3>INFRINGEMENT</h3>
During any term of this Agreement, if any portion of the Software is held by a court of competent
jurisdiction to infringe any third party intellectual property rights and the Company incurs a liability or
expense as a result of such holding, then the Company's sole remedy shall be, and KT will, at its
option: (i) obtain the right for the Company to continue to use the Software consistent with this
Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing
component with a non-infringing component, or (iv) refund all money paid in the then-current calendar
quarter under this Agreement and all of the Company's rights and licenses under this Agreement shall
automatically terminate.
</p>
<p>
<h3>PUBLICITY RIGHTS</h3>
<ol>
<li>a.	The Company grants KT the right to include the Company as a customer in promotional
material for the Software or for KT.</li>
<li>b.	The Company can deny KT this right by submitting a written request via e-mail to
marketing@knowledgetree.com requesting to be excluded from such promotional material.
Confirmation of such denial (via reply e-mail) must be received prior to purchasing for this to
be effective.</li>
<li>c.	Should the Company come to be or already be included in promotional material, as a result of
any prior purchases where the Company did not request exclusion from the promotional
material, the Company can at any point, submit a written request via e-mail to
marketing@knowledgetree.com to have KT remove the Company's name from the
promotional material. Upon receipt of such request, KT will remove any reference to the
Company from such promotional material within 30 days and make no further reference to the
Company.</li>
</ol>
</p>
<p>
During any term of this Agreement, the Company grants to KT a non-transferable, non-exclusive,
license to reproduce and display its logos, trademarks, trade names and similar identifying material so
that KT may refer to the Company as a user of the Software should KT so desire, such as on the KT
website, in press releases and in other marketing materials.
</p>
<p>
<h3>INDEMNIFICATION</h3>
If the Company distributes the Software in violation of this Agreement, it hereby indemnifies, hold
harmless and defends KT from and against any and all claims or lawsuits, including attorney's fees and
costs that arise, result from or are connected with the use or distribution of the Software in violation of
this Agreement.
</p>
<p>
<h3>LIMITATION OF REMEDIES AND DAMAGES</h3>
In no event will KT or its licensors be liable for any indirect, incidental, special or consequential
damages, or for any personal injury or bodily injury (including death) to any persons caused by KT's
negligence, or for any lost profits, lost savings, loss of use, lost revenues or lost data arising from or
relating to the Software or this Agreement, even if KT or its licensors have been advised of the
possibility of such damages. In no event will KT's liability or damages to the Company or any other
person ever exceed the amount paid by the Company to use the Software, regardless of the form of the
claim.
</p>
<p>
Some countries/states do not allow the limitation or exclusion of liability for incidental or
consequential damages, so the above limitation or exclusion may not apply to the Company.
</p>
<p>
<h3>GOVERNMENT RESTRICTED RIGHTS</h3>
Programs delivered to the U.S. Defense Dept. are delivered with Restricted Rights and the following
applies: "Restricted Rights Legend: Use, duplication or disclosure by Government is subject to
restrictions as currently set forth in subparagraph (c)(1)(ii) of DFARS 252-227-7013, Rights in
Technical Data and Computer Software (October 1988). Software manufacturer is KnowledgeTree
Inc., c/o DLA Piper US LLP, 2000 University Avenue, East Palo Alto, CA 94303. Programs delivered
to a U.S. Government Agency not within the Defense, Dept. are delivered with "Restricted Rights" as
defined in FAR 52.227-14, Rights in Data - General, including Alternate III (June 1987).
</p>
<p>
<h3>CONTRACTOR/MANUFACTURER</h3>
The Contractor/Manufacturer for the Software is:
KnowledgeTree
c/o DLA Piper US LLP
2000 University Avenue
East Palo Alto, CA 94303
Phone: +1 415.200.0225
</p>
<p>
<h3>GENERAL</h3>
This Agreement is binding on the Company as well as its employees, employers, contractors and
agents, and on any successors and assignees. Neither the Software nor any information derived
therefrom may be exported except in accordance with the laws of the State of Delaware or other
applicable provisions. This Agreement is governed by the laws of the State of Delaware. This
Agreement is the entire agreement between KT and the Company and the Company agrees that KT will
not have any liability for any untrue statement or representation made by it, its agents or anyone else
(whether innocently or negligently) upon which the Company relied upon entering this Agreement,
unless such untrue statement or representation was made fraudulently. This Agreement supersedes any
other understandings or agreements, including, but not limited to, advertising, with respect to the
Software. If any provision of this Agreement is deemed invalid or unenforceable by any country or
government agency having jurisdiction, that particular provision will be deemed modified to the extent
necessary to make the provision valid and enforceable, and the remaining provisions will remain in full
force and effect. The original of this Agreement has been written in English, and that version will
govern.
</p>
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