From 5a7cfbe4fc25bb23bc9e680d7d49004d4ba1e3e0 Mon Sep 17 00:00:00 2001
From: Jarrett Jordaan 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. This is an
+agreement entered into by and between you (the “Company”) and KnowledgeTree
+Inc. 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”). DEFINITIONS Accessible
+Code means
+source code contained within the Software that is accessible under this
+Agreement. 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. 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. 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. Protected
+Code means
+source code contained within the Software that is protected against access by
+KT and is not accessible under this Agreement. Distribution
+Archive means
+a software installer package or any other distribution medium commonly utilized
+to package and distribute software. 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. Grant of
+Rights 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. Company’s
+responsibility for End Users 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. Delivery
+and acceptance of the Software The Software
+shall be deemed accepted once the Company has successfully downloaded and
+unpacked the Distribution Archive. Restrictions 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. 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.
+ Proprietary
+Rights
+ 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. 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. 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. 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. COPYRIGHT 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. MERGER OR
+INTEGRATION 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. TRANSFER
+OF LICENSE
+ The Company
+may not transfer its license in terms of this Agreement to any external third
+parties. LIMITATIONS
+ON USING, COPYING, AND MODIFYING THE SOFTWARE 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. DECOMPILING,
+DISASSEMBLING, OR REVERSE ENGINEERING 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. DURATION
+AND TERMINATION 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. SOFTWARE
+MAINTENANCE 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). KT will make commercially
+reasonable best efforts to remedy defective code and to release these fixes as
+updates according to KT's product roadmap. DISCLAIMER
+OF ANY WARRANTY
+ 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. 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. 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. 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. INFRINGEMENT
+ 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. PUBLICITY
+RIGHTS
+ a. The Company grants KT
+the right to include the Company as a customer in promotional material for the
+Software or for KT. 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. 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. 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. INDEMNIFICATION
+ 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. LIMITATION
+OF REMEDIES AND DAMAGES 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. 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. GOVERNMENT
+RESTRICTED RIGHTS
+ 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). CONTRACTOR/MANUFACTURER The
+Contractor/Manufacturer for the Software is: KnowledgeTree
+Inc. Phone: +1
+415.692.1418 GENERAL 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. Les
+parties aux présentes confirment leur volonté que cette convention, de même que
+tous les documents, y compris tout avis, qui s′y rattachent, soient rédigés en
+langue anglaise.
+This program is free software; you can redistribute it and/or modify it under
+the terms of the GNU General Public License version 3 as published by the
+Free Software Foundation.
+
+This program is distributed in the hope that it will be useful, but WITHOUT
+ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS
+FOR A PARTICULAR PURPOSE. See the GNU General Public License for more
+details.
+
+You should have received a copy of the GNU General Public License
+along with this program. If not, see
+You can contact KnowledgeTree Inc., PO Box 7775 #87847, San Francisco,
+California 94120-7775, or email info@knowledgetree.com.
+
+The interactive user interfaces in modified source and object code versions
+of this program must display Appropriate Legal Notices, as required under
+Section 5 of the GNU General Public License version 3.
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