Product License Agreement and End User License Agreement
The following summary (“Summary of Terms”) is subject to the terms and conditions set out in the schedules to this agreement (and together, this Summary of Terms and all schedules are the “Agreement”).
If any End-User does not agree to this Agreement, such End-User shall agree to not use the Product and in doing so shall not be granted a license to the Product. See “Acceptance of the Terms”, below.
|Last Modified Date||8 October 2022|
This Agreement is between:
(a) Ockham Labs Inc., a company incorporated under the Federal laws of Canada and located at 4222 Dixie Rd, Unit 145, Mississauga, Ontario, LW4 1M6 (the “Company”), and
(b) The “Client” or “End-User” who has registered for the use of the Product (together with the Company, each a “Party”, and collectively the “Parties”).
|Acceptance Of The Agreement in Order to Use the Site.|
|Summary of License Terms|
During the Initial Term or subsequent Renewal Term (as defined below), the Company grants to the End-User a non-exclusive, non-transferable, non-sub licensable, revocable license to the Product, the features of which are described in “Schedule B” to this Agreement.
The license can be revoked for breach of the Agreement and/or for any of the Prohibited Uses as defined below in Schedule “C” to this Agreement, examples of which are submission to the Company or any other End-Users of objectionable content, and/or acts of abuse to the Company or to any other End-Users, and/or of any Prohibited Use of the product, among others).
Complete license terms are contained in Schedule “A” to this Agreement.
|Beta Use||If the Client or End-User is provided beta access of the product (“Beta-User”), the Client’s or End-User’s use of the product is subject to the beta terms as set forth herein. Any Beta Data (as defined below) created by a Beta-User will be owned by or licensed to the Company. Beta Data is used to improve our product and exclusively for the Company and End-User benefit only. Client or End-User beta usage as a Beta User does not constitute a partnership between or joint venture by the Parties.|
|Fees and Timeline|
Fees and Expenses:
The Fees for use of the Product as amended from time to time are set out at https://www.knorket.ai/pricing. Unless the Product is available for use free of charge during a free trial or beta period.
All payments shall be made through a third-party payment service provider utilized by the Company. Additional usage fees (if any) are charged monthly in arrears. We will notify the Client and/or End-User of any price changes in accordance with the Amendment provision set out below.
|Term||This Agreement shall apply to each Client and/or End-User commencing from the time that such End-User first registers to use the Product (the “Effective Date”) and, subject to the clauses that survive this agreement, until termination of the Agreement at the conclusion of a one-month period (the “Initial Term”). The Agreement will renew automatically on a month-to-month basis thereafter (each a “Renewal Term”) until such time as it is terminated in accordance with the termination provisions of this Agreement.|
|As-Is/No Warranty||The Product is provided “As-Is” and no refunds will be provided for early termination.|
For support inquiries, or to report objectionable content, please contact the Company at firstname.lastname@example.org
Schedule “A” Terms and Conditions to the Product Licence Agreement
- PARTIES ACCESSING THE SOFTWARE AGREE TO BE BOUND BY OUR TERMS: This Agreement will govern the Client and End-User access of the Knorket.AI product, and any other products created by Ockham Labs Inc. from time to time, accessed (a) on a computer or any electronic device connected to the internet at https://www.knorket.ai (the “Website”); and/or (b) on the Company social media properties including https://www.linkedin.com/company/knorket/about (individually and collectively, (a) and (b) are the “Product”), as owned and operated by the Company.No End-User may use the Product or accept this Agreement if such End-User is not of a legal age to form a binding contract with us. In accepting this Agreement, each End-User represents that such End-User has the capacity to be bound by them, and/or if such End-User is acting on behalf of the Client, that such End-User has the authority to bind such company or entity (and in which case Client will refer to the company or entity).
- AMENDMENT: Pursuant to the amendment restrictions set out in Applicable Law (define below), the Company may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Product which include but are not limited to the:
- scope of the features;
- timing of the features;
- software/hardware required for access to the Product; and
- geographic locations or jurisdictions in which certain features may be available.
The Company may amend this Agreement without notice for non-material amendments. In the event of a material change during the Initial Term or prior to a Renewal Term, we will provide the End-User with fifteen (15) days’ notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the e-mail address supplied to the Company by the Client and/or End-User, setting out:
- the new or amended agreement terms;
- how such terms read formerly;
- the date of the coming into force of the amendment;
- the means in which to respond to the notice of amendment and the effects of not responding;
- the option to either terminate the agreement or retain the existing agreement unchanged; and
- the language of this provision with reference to the applicable consumer protection legislation rules for amending this Agreement and making any additional requirements for amendments as prescribed by law (if any).
It is the Client and/or End-User’s responsibility to send such notices of material changes to all End-Users associated with the Client’s account. The Company highly recommends that each Client and/or End-User read any amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each Client and/or End-User accessing the Product through the Product registration has accepted the change to this Agreement, unless such Client and/or End-User notifies the Company to the contrary, no later than fourteen (14) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such Client and/or End-User desires to cancel the contract or deregister or unsubscribe from access to the Product.
The Company will post the most current terms to this Agreement conspicuously within the Product and the Client and/or End-User’s use of the Product will be subject to the most current terms as posted on the Product at such time. It is the Client and/or End-User’s responsibility to visit this page to find any updates that may have been made to the Agreement. Each Client and/or End-User hereby agrees that the Company shall not be liable to such End-User for any amendments to the Agreement.
- PAYMENT TERMS: All payments (including payments on the Marketplace, as defined below) shall be made and managed through a third-party payment service provider utilized by the Company. We will notify the Client and/or End-User of any price changes in accordance with the Amendment provision set out below. Payment from Client and/or End-Users will be due upon registration or delivery of an electronic invoice from the Company to the Client and/or End-User, as applicable, and such payment shall be processed through a third-party payment service provider subject to the terms herein. If there are any paid components of the Product, any amounts payable by the Client and/or End-User hereunder which remain unpaid thirty (30) days after an invoice is delivered shall bear interest at the rate of one (1%) percent per month (up to a maximum of ten (10%) percent per annum, or the maximum amount allowable by law, such interest to be calculated on a daily basis from the date that the payment first becomes overdue until the date payment is made in full.In the event that the Client and/or End-User debit or credit card information cannot be processed on the date of payment due, the Company may at the Company’s discretion, periodically attempt to process payment.All payment is exclusive of any taxes or duties imposed by applicable tax laws in each Client’s and/or End-User’s tax jurisdictions, and the Company will not be responsible for any taxes or duties owed by the Client and/or End-User.
- SUSPENSION AND TERMINATION: Client and/or End-Users may terminate their relationship with the Company by notifying the Company via email at email@example.com. The Client acknowledges that more than one End-User may be registered on behalf of the Client who are not responsible for payment, and therefore that services provided by the Product and the applicable fees shall continue until the Client has notified the Company of the Client’s desire to unsubscribe from the Product, to close all End-User accounts associated with the Client, and to cease the Client and End-User’s use of the Product.In the event that there is a time-limited period of free access, beta access and/or a trial period, Clients and End-Users that use the Product during a trial period and do not register for the Product after the free trial period will have their account terminated at the end of the free trial period, unless such Client and/or End-User upgrades for a paid license or the Company extends the free trial period at its discretion.The Company may suspend provision of the Product in the event that the Client and/or End-User fails to make any payment when due hereunder, the Client ceases to carry on its business in the normal course, or if an event of Prohibited Use (as described in Schedule “C” to this Agreement) occurs, or if Client or End-User is in material breach of the Agreement. Suspension shall have no effect on the payment obligations of the Client and/or End-User during the Agreement Term or Renewal Term. A suspension event shall be included in the definition of End-User and/or Client material breach. The Client and/or End-User agrees to pay the Company’s reasonable expenses, including lawyer and collection agency fees, incurred in enforcing the Company’s right to payment.At the Company’s discretion, the Company may terminate this Agreement immediately at any time and for any reason including, but not limited to:
- an End-User or Client material breach of this Agreement, including failure to make payments when due;
- In the event that amounts payable by the End-User remain unpaid fourteen (14) days after an invoice is delivered, the Company may terminate the End-User’s subscription to the Product.
- if the End-User and/or Client has not adhered to any or all the provisions of the Agreement (such as a failure to pay fees when due) or if it appears that the End-User and/or Client not intend to or is unable to comply with the Terms, such determination to be made solely at the Company’s discretion;
- for prolonged inactivity of any unpaid accounts if the End-User and/or Client has not logged in to the End-User’s account for a period greater than twelve (12) months;
- if the Company is required to terminate the relationship by law;
- if the Company receives any notice of or discovers any event of Prohibited Use;
- if provision of the Product is no longer commercially viable for the Company; and/or
Upon termination of this Agreement with the End-User and/or Client, the Company shall immediately revoke the End-User’s license and/or the Client’s license, respectively, use of the Product and may block all access to the End-User’s account, and may delete all data and information associated with the End-User’s account for fourteen (14) days after such termination.
Warranty Period and Termination: A limited warranty period may be provided to the Client and/or End-User, as described in the Summary of Terms. During this limited warranty period, the End-User may terminate this Agreement upon written notice within the limited warranty period for any reason. For any aspects of the Product that require payment, no refunds will be provided for early termination, and the End-User will pay the Fees and Expenses in full for the Product and Services provided by the Company up to and including the last day of the month following the termination date.
- USE OF THE PRODUCT: In order to use the Product, the Client and/or End-User must register using the Company’s registration page located within the Product. The End-User understands and agrees that a representative of the Client’s organization may register the End-User for an account.Registration Information: The End-User agrees and understands that the End-User is responsible for maintaining the confidentiality of the End-User’s password, which, together with the End-User’s name and e-mail address (“User ID”), allows the End-User to access the Product. The End-User ID and password, together with any other contact information the End-User provides the Company at the time of signing up for the Product comprise the End-User’s “Registration Information.” The End-User agrees that all Registration Information provided to the Company will be accurate and up-to-date. The End-User agrees to keep the End-User’s password secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the End-User becomes aware of any unauthorized use of the End-User’s password or account, the End-User agrees to notify the Company via e-mail at firstname.lastname@example.org as soon as possible.The Client and/or End-user may not open an account if the Client and/or End-User is a competitor of the Company.Permitted Uses: The Client and/or End-User agrees to use the Product only for purposes that are permitted, both by the Agreement and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The Client and/or End-User agrees to adhere to any applicable privacy of personal information laws and regulations.Unauthorized Access: The Client and/or End-User agrees to only access (or try to access) and use the Product through interfaces provided by us. The Client and/or End-User shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The Client and/or End-User agrees not to use or attempt to use another End-User’s account. The Client and/or End-User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the Client and/or End-User, the Client and/or End-User’s personal information, or the Client and/or End-User’s affiliations with any person or entity.Moderation of content created by the End-User (“User Generated Content”): The Client and/or End-User understands and agrees that although the Company is not required to moderate the End-User’s use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate this Agreement or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.Objectionable content created by others: The Client and/or End-User understands that when using the Product, the End-User may come across material that the End-User finds objectionable, offensive or indecent and agree that the End-User is using the Product at the End-User’s own risk. The End-User may alert the Company by using the support contact information contained herein.User Responsibility: The Client and/or End-User agrees that the Client and/or End-User is solely responsible for any breach of the End-User’s obligations under the Agreement and for the consequences of any such breach. The Company has no responsibility to the Client and/or End-User or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).Technical Requirements: Use of the Product requires internet access through the End-User’s computer. The End-User may be required to have the most up-to-date operating system to use the Product, and some features of the Product may not be accessible with such technologies disabled.User Responsibility for Equipment. The End-User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Product.
- End-User(s) Content: End-User(s) Retain Ownership of Content. Client and/or End-User retain ownership of all of your intellectual property rights in Content. The Company does not claim ownership over any of client and/or end-user Content. These Terms do not grant Company any licenses or rights to client and/or end-user Content except for the limited license described in these Terms. Limited License to End-User Content. Client and/or End-User grants the company a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit client and/or end-user Content, but only for the limited purposes of providing and improving the Services and as permitted by the Company’s privacy notices. This license for such limited purposes continues even after client and/or end-user(s) stop using Company’s Services, with respect to aggregate and de-identified data derived from end-user’s Content and any residual backup copies of client and/or end-user’s Content made in the ordinary course of Company’s business (subject to Company’s retention policies). This license also extends to any trusted third parties the company work with to the extent necessary to provide and improve the Services. Representations and Warranties. Client and/or End-user represent and warrant that: (a) Client and/or End-user own or control the appropriate rights in and to client and/or end-user Content, including any intellectual property owned by third parties; and (b) client and/or end-user will not submit, upload, or otherwise make available via the Services, any Content or materials that are in breach of Company’s Acceptable Uses Policy. Responsibility for End-user Content. The Services may display content not owned by company but by others. The entity that makes such content available is responsible for it. Client and/or end-user(s) are responsible for end-user(s) Content, and you must ensure that client and/or end-user have all the rights and permissions needed to use that Content in connection with the Services. The Company is not responsible for any actions client and/or end-user take with respect to client and/or end-user Content, including sharing it publicly. Subject to applicable law, company is not liable for client and/or end-user Content, any other third-party content or materials, or any loss or damage resulting from client and/or end-user use of, or reliance on, such Content or other third-party content or materials. Client and/or End-user acknowledge that, to ensure compliance with legal obligations, Company may be required to review certain of client and/or End-user Content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). The company may also modify, prevent access to, delete, or refuse to display client and/or End-user Content that we believe violates the law or these Terms. In the event client and/or end-user Content includes third-party brands, logos or other source identifiers, Company may require client and/or end-user to submit a statement of non-affiliation before client and/or end-user may use such Content in connection with the Services. However, company otherwise has no obligation to monitor or review any content submitted to the Services.
- THIRD PARTY LINKS: The Product may link to third-party websites and/or resources. Such links are provided as a convenience to the End-User only and do not imply an endorsement, warranty or guarantee by the Company of any such linked website or the company it purports to represent. The Company does not assume any responsibility or liability for the availability or accuracy of such links, and/or the content products or services provided at the destinations of such links. The Client and/or End-User is solely responsible for use of any such websites or resources and compliance with their policies. Should the End-User elect to enter into a binding contract with any such third party website and/or resource, the Client and/or End-User agrees to hold the Company harmless and hereby release the Company from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of the End-User’s actions or the actions of any End-User associated with the End-User’s account, offering to accept or having accepted any products or services that are available from those sites.
- INTELLECTUAL PROPERTY AND RIGHTS. Rights to content provided by us. The Client and/or End-User acknowledges and understands that the Company own all right, title and interest in: (a) the Product and all improvements, enhancements or modifications thereto; (b) the Product and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which the Client and/or End-User may have access to when using the Product.Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, the Company shall be free to use any ideas, concepts or know-how developed or acquired by the Company during the provision of the Product under this Agreement to the extent obtained and retained by the Company’s personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude the Company from enhancing the Product based on the accumulation of Know-How.The Client and/or End-User is not required to provide the Company with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that the Client and/or End-User do provide the Company with Feedback, the Company may use such feedback to improve the Product or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the Client and End-User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.Limited license: The Company hereby grants the Client and/or End-User a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with this Agreement and the License Restrictions set out in the Summary of Terms. This limited license is subject to full payment of the Fees when due. This license may be revoked by the Company upon breach of this Agreement by the Client and/or End-User and shall automatically be revoked upon termination or expiration of this Agreement.The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). The Company does not grant the Client and/or End-User any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between the Client and/or End-User and the Company.Licence to Brand Marks: The Company and Client and/or End-User agree and understand to grant to each other a perpetual, non-exclusive, royalty-free licence to use one another’s name, logos, and/or trademark (individually and collectively described as the “brand”) for the purposes of any press release, advertising, webpage, blog or other promotional, advertising or marketing material so long as no confidential information is disclosed, and such license shall be revocable upon written notice provided in the other in the brand owner’s sole discretion, such discretion to be reasonably exercised. None of the parties shall not do or allow to be done any act or thing that will in any way impair the rights of the other party’s brand.Rights to data during beta access or trial period: In the event that an End-User is provided beta or trial access to the Product, the End-User shall:
- provide information, site/product usage analytics, statistics or documentation to the Company either through (a) registration or use of the Software, or (b) by posting information on the Company’s website or any affiliated social media, including reviews and feedback written by the End-User (“Beta Data”);
- assign to the Company any existing and future right, title or interest that the End-User may have in the Product and Beta Data during the term of this agreement and further waives all of its rights of attribution, paternity, integrity, disclosure and withdrawal, any rights the End-User may have throughout the world that may be known as “moral rights” (collectively, “Moral Rights“) in the Product and Beta Data. No interest, license or right, respecting the Product and Beta Data, other than expressly set out herein, is granted to the End-User under this agreement by implication or otherwise. At the request of the Company, the End-User agrees to execute such further documentation as may be necessary to give effect to this paragraph; and
- grant the Company, if any such Beta Data is unassignable, a perpetual, irrevocable, royalty-free, worldwide and non-exclusive license to reproduce, modify, adapt, translate, incorporate into advertisements and other works, create derivative works, publish, distribute or make Beta Data available to other companies, organizations, individuals, and beta users. Such license will continue even after the End-User using the Product, and although the End-User may have deleted the subscriber content such that the Company no longer has access to it;
- agree that nothing herein contained shall constitute or be construed as a partnership or joint venture by the Parties; and
- acknowledge that, for clarity, the foregoing provisions are to help the Company improve the Product and are exclusively for the benefit of the Company and End-User.
- LIMITATION OF LIABILITY: The Client and the End-Users representing such Client individually and collectively hereby agree to release, remise and forever discharge the Company and the Company’s directors, employees, officers, and the Company’s affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, any use of the Product whatsoever. THE CLIENT AND END-USER ACKNOWLEDGES AND AGREES THAT: (A) THE PRODUCT IS TO BE USED “AS-IS”, WITH NO WARRANTIES ON FITNESS FOR THE PURPOSE, MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER EXPRESSED OR IMPLIED; AND THE END-USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE END-USER USES THE PRODUCT AT THE END-USER’S OWN RISK; (B) THE COMPANY IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE PRODUCT; AND (C) THE CLIENT AND END-USER HAS REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE CLIENT AND END-USER HAS SPECIFICALLY RELEASED THE COMPANY FROM ANY AND ALL LIABILITY FOR (AMONG OTHERS):
- For non-Product failures: responsibility for any failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third party applications used by the Client and/or End-User in connection with the Product;
- For communication failures or Product downtime: whether due to maintenance or other reasons, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Product content, End-User User Data, use of Product and/or any communications between the End-Users and the Product;
- For loss of access as a result of failure to receive payment: account suspension or termination as a result of the End-User’s insufficient funds to make payment or payment processing issues that are beyond the Company’s control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by the User’s payment card brand or acquirer bank, or any other interface from an outside force);
- For content inaccuracy: any inaccuracy in content and/or recommendations by the Company in the Company content and/or the End-User and/or Client User Data, and the Client and End-User is responsible for ensuring that that the information entered into the Company’s system by such End-User is accurate, reliable and complete, and agrees that the provision or storage of End-User Data through the Product does not constitute the Company’s endorsement or warranty as to the accuracy of such content;
- For compliance with law: the compliance of such End-User Data with applicable legislation including privacy legislation, and Client and End User agree that the provision or storage of End-User Data through the Product does not constitute the Company’s endorsement or warranty as to compliance with laws;
- For online discussions: responsibility or liability for any user-generated commentary, ratings or reviews of the Client and/or End-User and/or an employee of a Client and/or End-User posted to the Product, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee, and ratings and reviews posted to the Product DO NOT reflect the Company’s views;
- For monitoring: liability for monitoring the Product or for unauthorized or unlawful content on the Product or use of the Product by any of the Product’s End-Users;
- For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.
- For processing of content: liability for any damages that may arise by the Client’s use and/or direct or third-party processing of End-User Data, and the Client and/or End-User further agrees and acknowledges that the Company is not liable for any damages that may arise if Client and/or End-User Data is misdirected in error, subject to, subject to the Company’s legal requirements relating to the protection of personal information under Applicable Law;
- For communications directly or through the Company’s Product: liability for any damages that may arise for communications received to the Client and/or End-User through the User’s access to the Product and/or for the posting of information on the Product, Website, blog, account or any affiliated social media,including but not limited to, Client and/or End-User Data, pictures, written reviews, personal information, and/or comments made from the End-User’s personal point of view;
- For unauthorized activities: unauthorized activities directed towards the Product or its Client and/or End-Users including identity theft, fraud or unauthorized access; viruses, denial of service attacks, and any items that are included in the definition of Prohibited Use as set out as Schedule “C” to this Agreement; and/or
- For force majeure: any force majeure event as described in this Agreement and/or any matter beyond the Company’s reasonable control.
In the event that there is a finding of liability pursuant to the dispute resolution provisions of this Agreement that is contrary to the foregoing, the Client and End-Users agree that such damages shall be limited in the aggregate for all Claims related to all of the End-Users registered on behalf of a Client and the Client itself (individually and collectively, the Claimants) to one month of fees or charges which the Claimants have paid for the Product, if any, whether or not any or all of the Claimants have been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.
- INDEMNIFICATION: To the extent permitted by applicable laws, the Client and/or End-User agree that the Client and/or End-User will defend, indemnify and hold harmless the Company and the Company’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, for the Client and/or End-User’s breach of this Agreement; the End-User’s access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including the Client and/or End-User) caused by the Client and/or End-User’s access to and/or use of the Product; and (b) specifically, for the End-User’s breach of the intellectual property rights of any third party to this Agreement; and/or (c) for any Prohibited Use.The End-User agrees that the Client and/or End-User will be solely responsible for all activities that occur under the End-User’s account, whether the End-User is aware of them or not. The End-user and/or Client agrees to hold the Company harmless and release the Company from any loss or liability whatsoever that the End-User and/or Client may incur as a result of someone other than the Client and/or End-User using the End-User’s password or account, either with or without the Client and/or End-User’s knowledge. The Client and/or End-User agree to indemnify the Company for any damages, third party claims or liabilities whatsoever that the Company may incur as a result of activities that occur on or through the End-User’s account, whether or not the Client and/or End-User were directly or personally responsible.
- GOVERNING LAW AND FORUM OF DISPUTES: The Client and/or End-User agree that the laws of the province of Ontario and the Federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern this Agreement and any dispute of any sort that may arise between the Client and/or End-User and us. With respect to any disputes or claims, the Client and/or End-User agree not to commence or prosecute any action in connection therewith other than in the province of Canada, and the Client and/or End-User hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. The Client and/or End-User agree to pay reasonable attorneys’ fees and court costs incurred by the Company to collect any unpaid amounts owed by the Client and/or End-User.
- EXPENSES: Other than in the event of a dispute, in which case the apportionment of expenses shall be determined pursuant to the dispute resolution rules, each Party shall be responsible for its own legal fees and other expenses incurred in connection with the negotiation of these terms (if any) and the performance of any of such Party’s obligations hereunder.
- FORCE MAJEURE : The Client and/or End-User agree that the Company are not liable for a delay or failure in performance of the Product or the provisions of this Agreement caused by reason of any occurrence of unforeseen events beyond the Company’s reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
- SEVERABILITY: If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
- HEADINGSThe insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.
- ASSIGNMENT OF AGREEMENT: The Client and/or End-User may not, without the Company’s prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Company may assign this Agreement to a third party at any time in the Company’s sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
- WAIVER: The Client and/or End-User agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement or which the Company has the benefit of under any Applicable Law, this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
- SURVIVAL OF AGREEMENT: All covenants, agreements, representations and warranties made in this Agreement shall survive the End-User’s acceptance of this Agreement and the termination of this Agreement.
- IP Claims: DMCA Notices or Equivalents.The Company responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA) or equivalent applicable laws and regulations. If client and/or end-user believe that client and/or end-user work has been exploited in a way that constitutes copyright infringement, client and/or end-user may notify Company’s agent for claims of copyright infringement. Other IP Claims. If client and/or end-user believe a Company user is infringing upon client and/or end-user intellectual property rights, you may report it via email to email@example.com . Claims of copyright infringement should follow the process outlined in these Terms, or any equivalent process available under local law. Company IP. Neither these Terms nor client and/or end-user use of the Services grants client and/or end-user ownership in the Services or the content client and/or end-user access through the Services (other than client and/or end-user Content). Except as permitted by Company’s Brand and Trademark Use Policy, these Terms do not grant client and/or end-user any right to use Company’s trademarks or other brand elements. If client and/or end-user submit any feedback or suggestions to us regarding our Services, company may use and share them for any purpose without any compensation or obligation to client
- CONTACT: By providing the Company with the End-User’s e-mail address, whether provided directly by the End-User or by the Client on behalf of the End-User, the End-User agrees to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is the End-User’s responsibility to update or change that address, as appropriate.If the Client and/or End-User have any questions or comments regarding this Agreement, please contact the Company’s head office by email at firstname.lastname@example.org.
Product Scope and Features
The Product is limited to the following features and License Restrictions contained in the version available during the Initial Term and subsequent Renewal Terms, and includes:
- Helps digitalize consulting assessment frameworks for exponential scale and speed of delivery
- Facilitates a first of its kind marketplace where proprietary frameworks, taxonomies and benchmarking data can be bought and sold
- Automates data collection, knowledge management and facilitate never-before ability to perform insight mining
- Enables converting every client interaction to build IP “asset”
- Enable rapid benchmarking
[The product also has a Marketplace that allows Marketplace Publishers to sell their Marketplace Offerings subject to the limits and terms as set out in Schedule “D”]
A complete list of features for this current version as well as License Restrictions can be found at www.knorket.ai.
The Client and/or End-Users may use the Product only for lawful purposes, and may not use the Product in any manner that:
- breaches any applicable local, national or international law or regulation;
- may in any way be considered harassment to another person or entity;
- may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
- is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
- harms or attempts to harm minors in any way;
- will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers;
- will cause sensitive personal information records of any individual (including, but not limited to, credit card information, personal health records, military information, and passport information) to be attained or used illegally or in an unauthorized manner;
- will decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product;
- will modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that the End-User does not own or to which the End-User has rights, or to create derivative works based on the Product;
- will infringe upon the Company’s intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without the Company’s prior written consent;
- is for the benefit of or permit a third party, who is not a registered End-User, to use the Product;
- will attempt to gain unauthorized access to, or disrupt the integrity or performance of the Product or the data contained therein;
- will use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment
- will the post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information
- will disrupt the functioning of the Product, in any manner; and/or
- in the event that the Product is being used on a mobile device, shall not be used in a way that distracts the End-User and/or prevents the End-User from obeying traffic or safety laws,
and any of the foregoing (“Prohibited Uses”) may, once investigated, result in immediate account termination for an End-User account and agreement and/or termination of an agreement with the Client who has registered the account for such End-User.
The Company provides a marketplace (the “Marketplace”) as part of the Product that an End-User may access to publish or offer their data products (“Marketplace Publisher” or “Seller”) for sale or distribution. These data products may include but are not limited to data analysis frameworks and benchmark data (“Marketplace Offering”) for an End-User to purchase and/or use (“Marketplace Customer”). This Marketplace schedule governs the Marketplace Publisher’s and End-User’s access and use of the Marketplace. For clarity, the Marketplace Publisher must comply with both the terms hereunder and the terms of this Agreement (the Product License Agreement and End User License Agreement).
- The Marketplace Publisher is solely responsible for ensuring that their use of the Marketplace and Marketplace Offerings meet all legal and regulatory requirements, including any language translation requirements, for all countries in which their Marketplace Offering is distributed.
- For each order of a Marketplace Offering that a Marketplace Publisher successfully completes, the Company shall accredit the Marketplace Publisher account with a net revenue of eighty percent (80%) of the purchase amount paid by the purchasing End-User (“Purchaser”) for an order of the Marketplace Offering (“Remittance Amount”). The Company will pay the Marketplace Publisher the Remittance Amount for all orders of the Marketplace Publisher’s Marketplace Offering for which a Purchaser has fully paid the Company. [The Company shall pay 50% of the collected Remittance Amount to Marketplace Publisher within five (5) days of the order close date, and 50% within forty five (45) days of the order close date.] If an order is cancelled (for any reason), or the Marketplace Publisher requests, then the funds paid will be returned to the Purchaser’s account. (the foregoing shall be the “Marketplace Payment Terms”).
- Access to publish Marketplace Offerings for distribution on the Marketplace is currently provided free of charge for Marketplace Publishers, but the Company reserves the right to charge for such access in the future. If we charge a fee for use of the Marketplace, the Marketplace Publisher does not have any obligation to continue using and may terminate use of the Marketplace or Product. The Company will give the Marketplace Publisher advance notice and an opportunity to terminate the agreement with the Company in accordance with this Agreement.
- The Company may impose limitations on the frequency that the Marketplace Publisher may create Marketplace Offerings and the Company may remove Marketplace Offerings from the Marketplace at its discretion. Any and all Marketplace Offerings shall be subject to the Company’s approval to be published on the Marketplace.
- The Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Marketplace and Marketplace Offerings and related systems and technologies (the “Marketplace Data”) provided that such the Marketplace Data may not include any End-User data other than to provide an Algorithm Update to the Marketplace Publisher and End-User, in which case such End-User data shall not be shared externally and shall be included solely in aggregate, anonymous, and de-identified form that is in no way identifiable with End-User, End-User’s business, or any personal information related to the End-User data, for the purpose of improving the Company Product (the “Algorithm Update“), and the Company will be free (during and after the term of this Agreement) to use such information and data to improve and enhance the Company Product, Marketplace and for other development, diagnostic and corrective purposes in connection with the services and other the Company offerings.
- After completing an order or paying the applicable fees for the Marketplace Offering, the Marketplace Customer will have the non-exclusive right, solely as expressly permitted in this Agreement and associated policies, to access, view, use, and display copies of the applicable Marketplace Offering on the Product. The Marketplace Customer’s use of the Marketplace Offering may be governed by the additional terms and conditions of the end user license agreement between the Marketplace Customer and the Marketplace Publisher. The Marketplace Customer shall not:
- modify the purchased marketplace offering outside the platform/product unless explicitly enabled/allowed by Marketplace Publisher
- modify the purchased marketplace offering for your own purposes within the platform/product unless enabled/allowed by Marketplace Publisher.
- distribute the modified framework and/or data product (Marketplace offering purchases)
- You may not distribute the purchased marketplace offering in its source form to anyone.
- You may not resell the purchased marketplace offering in its source form.
- You must give any other recipients of the Work or Derivative Works a copy of this License.
- You must cause any modified files/content to carry prominent notices stating that You changed the files.
- You must retain, in the source form of any derivative works that you distribute, all copyright, patent, trademark, and attribution notices from the source form of the work, excluding those notices that do not pertain to any part of the derivative works.
- You may add your own copyright statement to your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of your modifications, or for any such derivative works as a whole, provided your use, reproduction, and distribution of the work otherwise complies with the conditions stated in this License.
- You may not use the trade names, trademarks, service marks, or product names in the original document, except as required for reasonable and customary use in describing the origin of the work.
- Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the content, including, without limitation, all copyright and other intellectual property rights relating to the content, are retained by the seller. If the Marketplace Publisher chooses to include separate terms within the document, those included terms will take precedence over the ones published here by the Company.
- Any and all Marketplace Offerings created and published on the Marketplace and distributed for free by the Marketplace Publisher shall only be used within the Product by a Marketplace Customer.
- Marketplace Offerings created and published on the Marketplace and offered for a fee may be copied and used outside of the Product only in the event that the Marketplace Publisher expressly provides that such Marketplace Offering may be replicated, modified, or changed.
- The Marketplace Publisher acknowledges that it or its licensors retain all rights, title and interest (including intellectual property rights) in and to the Marketplace Offering and the Marketplace Offering’s marks (and any derivative works or enhancements). The Company shall not do anything inconsistent with or in breach of the foregoing clause. Rights not expressly granted by this Agreement are reserved by the Company.
- The Company may immediately, and without notice, suspend or terminate the Marketplace Publisher’s or Marketplace Customer’s access to the Product, if the Company determines that the Marketplace Publisher or Marketplace Customer has violated this Agreement, or an event of a Prohibited Use (as set out in Schedule “C”) has occurred, or is using the Marketplace or the Product in any manner that any way that the Company regards as abusive, or that causes liability or detriment to the Company or if the Marketplace Publisher uses the Marketplace or the Product or creates Marketplace Offerings in any manner that (the following events shall be “Marketplace Prohibited Events”):
- publicized in a way which is misleading to End-Users;
- uses logos or trademarks in a manner that misleads or confuses End-Users;
- impersonates a third party without their authorization;
- links to spam or malware sites or use shortened URLs to mask destinations in a misleading way;
- facilitates or encourages the publishing of a third party’s private or confidential information;
- facilitates or encourages the infringement of intellectual property;
- facilitates or encourages the publishing of a third party’s private or confidential information;
- encourages collection of information the Company does not allow users to collect (like social security numbers, credit card numbers and passwords);
- encourages publishing of links to illegal or malicious content (including age restricted content to minors);
- does not relate to facilitating data analysis;
- attempts to replicate core functionality of the Product;
- facilitates the exporting of Marketplace or Product content for importation into a Company competitor’s product or service
- crawl or datamine the Product content and any End-User information without each relevant End-User’s consent;
- use the Product or Marketplace to monitor the availability, performance or functionality of any the Company’s products or services, or for other benchmarking or competitive purposes; or alter, remove, replace or mask any aspect of a Product feature without the Company’s prior written consent.
- The Marketplace Publisher agrees to indemnify and hold harmless the Company, its affiliates, and their directors, officers, employees and agents, from and against any third party claim, losses, damages, suits, judgments, liability, and litigation costs (including reasonable attorneys’ fees) arising from or related to the Marketplace Publisher’s use of the Marketplace or the Marketplace Offering or violation of the foregoing Marketplace terms in this Schedule “D
- As the Marketplace Publisher, you must be legally able to sell the item(s) and be the owner of any relevant copyrights, intellectual property you publish for sale on the marketplace (Your Marketplace offering). You must describe your item and all terms of sale on the listing page of the Marketplace. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. You may NOT sell this item anywhere else at a lower price point. All listed items must be listed in the appropriate functional and industry categories. The Company reserves the right to re-categorize items. The Company will have some precautions in place to enforce items abide to the terms. However, it is impossible for any precautions to be fully effective. It is still the responsibility of the Marketplace Publisher to ensure item(s) abide to the terms. The Marketplace Publisher is to assume all legal liability if it is determined the Marketplace Publisher does not own the necessary copyrights and/or intellectual property rights to the publisher’s listed item(s).
- Marketplace Publisher and Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Email: talent @knorket.ai
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