License Agreement
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END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY

 

LICENSE GRANT. KnowledgeWorx LLC. (KnowledgeWorx) grants You a license to use one copy of the version of this SOFTWARE on any one system for each license that You purchase. "You" means the company, entity or individual whose funds are used to pay the license fee. "Use" means storing, loading, installing, executing or displaying the SOFTWARE. You may not modify the SOFTWARE or disable any licensing or control features of the SOFTWARE except as an intended part of the SOFTWARE's programming features. This license is not transferable to any other system, or to another organization or individual. 

1. OWNERSHIP. The SOFTWARE is owned and copyrighted by KnowledgeWorx LLC. Your license confers no title or ownership in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE. 

 

2. COPYRIGHT. The SOFTWARE is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to You. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of KnowledgeWorx LLC. and You will not acquire any rights to the SOFTWARE except as expressly set forth in this license. 

 

3. RESTRICTIONS.  You will not, nor permit others to: (a) use the SOFTWARE (including the Documentation) or any element thereof except as expressly permitted herein; (b) reverse engineer, decompile, disassemble, or extract any element of and/or otherwise discover any source code, algorithms, methods or techniques embodied in the SOFTWARE, except to the extent expressly permitted by applicable law notwithstanding contractual obligations to the contrary and then only after (i) You have notified KnowledgeWorx in writing of Your intended activities and the information sought and (ii) KnowledgeWorx fails to provide such information within a reasonable period of time following such notice; (c) modify, transfer, assign, pledge, sublicense, rent, lease, sell, resell, share, publicly perform, publicly display or create derivative works based on the SOFTWARE; (d) distribute the SOFTWARE; or (e) use more than one copy of the SOFTWARE at a time, make copies of the SOFTWARE other than as permitted under this agreement or make the SOFTWARE available over a network where it could be used by multiple computers at the same time.  

 

4. WARRANTIES; LIMITATION OF LIABILITY.  KnowledgeWorx warrants the media on which the SOFTWARE is recorded and delivered by KnowledgeWorx to You will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date delivered to You.  Your exclusive remedy under this Section shall be, at KnowledgeWorx’s option, a refund of the purchase price actually paid for the SOFTWARE or a replacement of the media on which the SOFTWARE is recorded and the SOFTWARE.  THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

 

5. DISCLAIMER.  EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND KNOWLEDGEWORX AND ITS LICENSORS (COLLECTIVELY REFERRED TO AS "KNOWLEDGEWORX" FOR THE PURPOSES OF SECTION 3) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KNOWLEDGEWORX OR ITS REPRESENTATIVE SHALL CREATE A WARRANTY.  KNOWLEDGEWORX DOES NOT WARRANT THAT THE SOFTWARE PROVIDED BY KNOWLEDGEWORX WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MEDIA ON WHICH THE SOFTWARE IS PROVIDED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SOFTWARE PROVIDED BY KNOWLEDGEWORX.  YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

 

6. LIMITATION OF LIABILITY.  TO THE EXTENT NOT PROHIBITED BY LAW, KNOWLEDGEWORX SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, EVEN IF KNOWLEDGEWORX HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY).  IN NO EVENT WILL KNOWLEDGEWORX’SS AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY OWED AND ACTUALLY PAID TO KNOWLEDGEWORX BY YOU FOR THE SOFTWARE.  The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.  The parties acknowledge that the limitations of liability in this Section and in the other provisions of this Agreement and the allocation of risk herein are an essential element of the bargain between the parties, without which KnowledgeWorx would not have entered into this Agreement.  KnowledgeWorx’s pricing reflects this allocation of risk and the limitation of liability specified herein.

 

7. TERMINATION.  This Agreement is effective until terminated.  You may terminate this Agreement at any time by notifying KnowledgeWorx in writing.  KnowledgeWorx may terminate this Agreement at any time upon your breach of any of the provisions hereof.  Upon termination of this Agreement, You will cease all use of the SOFTWARE (including without limitation the Documentation), return to KnowledgeWorx or destroy the SOFTWARE and all Documentation and related materials in Your possession (and all copies of any of the foregoing), and so certify to KnowledgeWorx.  Sections 1, 2, 3, 4, 5, and 6 will survive any termination of this Agreement.

 

8. CHOICE OF LAW.  This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the State of Colorado without giving effect to any choice of law rule.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.

 

9. SEVERABILITY AND WAIVER.  If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect.  The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

 

10. NO ASSIGNMENT.  You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of KnowledgeWorx which may be withheld in KnowledgeWorx’s sole discretion.  Any purported assignment, transfer, sale, or delegation by You will be null and void.  Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

 

11. EXPORT ADMINISTRATION; GOVERNMENT USERS.  You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”).  Without limiting the generality of the foregoing, You will not, and You will require Your representatives not to, export, direct or transfer the SOFTWARE, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.  If You are an agency or instrumentality of the United States Government, the SOFTWARE constitutes “commercial computer SOFTWARE” and “commercial computer SOFTWARE documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the SOFTWARE are governed by the terms of this Agreement.

 

12. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between the parties and, other than any KnowledgeWorx standard customer agreement (including without limitation any agreement relating to any pilot programs) signed by the parties, supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.  This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this Agreement.  It is expressly agreed that the terms of this Agreement will supersede the terms in any of Your purchase orders or other ordering documents, whether effective before or after the effective date of this Agreement. 

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