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Wir - INTELICT IT-Ingenieurgesellschaft - befinden uns als Partner eines fremden Software-Systems in einer speziellen Situation zwischen dem Endkunden und dem Software-Hersteller. Daher führen wir bei unserer Arbeit einen Gleichlauf zwischen unseren Kundenverträgen und den Verträgen mit dem Software-Hersteller herbei, indem wir beispielsweise genaue Leistungsbeschreibungen definieren, bekannte Fehler beschreiben oder spezielle Tools bereitstellen. Weiter unten finden Sie den Endkunden-Lizenzvertrag (EULA) des Software-Herstellers OpenKM, welcher für deutsche Kunden bindend ist und in englischer Sprache zur Verfügung steht. Weitere Informationen finden Sie beim spanischen Software-Hersteller 'Open Document Management System S.L.' auf der Firmenwebseite www.openkm.com

EULA - OpenKM End User License Agreement

Version 2.0, latest update January 2016 

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING SOFTWARE OR SUPPORT FROM OPENKM. BY USING OPENKM SOFTWARE OR SUPPORT, USER ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF USER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE OPENKM SOFTWARE OR SUPPORT.

 

This OpenKM End User License Agreement (the “Agreement”) is between Open Knowledge Management System S.L., a Spanish company (“OpenKM”), and the individual or entity that accepts the terms of this Agreement (“User”) in an Order Form or other purchase document. The effective date of this Agreement (“Effective Date”) is the earlier of the date that User formally accepts this Agreement or first uses OpenKM’s Software or Support.

 

0. DEFINITIONS

Accessible Code means source code contained within the Software that is accessible under this Agreement.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 Enterprise 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 OpenKM 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 OpenKM or its service providers to provide Company with product support, access to the Software, or user licenses, though not limited to these services.

 

1. SCOPE OF AGREEMENT

 

1.1 Software and Support

 

This Agreement governs User’s use of OpenKM Software and, if applicable, Support. “Support” means OpenKM maintenance and support. “Software” means the software accompanying this Agreement and branded by OpenKM; provided, Software does not include third-party open-source software that may be provided there with or Community Versions. “Community Versions” means the free, unsupported, open-source software that OpenKM makes available for download on its OpenKM web site. “Order Form” means the ordering documents placed by User. “Subscription” means access to the Software and, where applicable, Support for a defined period of time (the “Subscription Period”), as set forth in an Order Form.Agreement states the terms and conditions upon which OpenKM offers to license the OpenKM 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”).

 

1.2. Business Partners. 

 

User is purchasing Software and Support from an OpenKM business partner (a “Business Partner”). OpenKM will provide the purchased Software and Support to User under the terms of this Agreement, but is not responsible for: (a) the actions of Business Partners, (b) any additional obligations Business Partners may have to User, or (c) any non-OpenKM products or services that Business Partners supply to User.

 

2. REPORTING AND RECORDS

 

2.1 Reporting

 

User will notify OpenKM or the Business Partner promptly if User exceeds the number authorized Named Users purchased under the applicable Order Form. In its notice, User will include the number of excess Named Users, and the date(s) on which the additional User exceeded its licensed Named Users. OpenKM (or the Business Partner) will invoice User for the applicable fees and User will promptly pay such fees. There will be 15 days to pay the additional charges.

 

2.2 Records Retention

 

User will maintain accurate records necessary to verify the authorized number of Named Users . Upon OpenKM’s written request, User will provide OpenKM such records within ten (10) business days.

 

3. LICENSE AND OWNERSHIP

 

3.1 Grant to User

 

Subject to User’s compliance with this Agreement, OpenKM grants to User, during the Subscription Period: (a) non-exclusive, non-transferable, non-sublicensable license to use, copy, test, and modify the Software solely for User’s own internal use and limited to the Named Users, and/or Active Processes designated in the Order Form, as applicable; (b) the rights in the third party open-source software provided with the Software, which rights are set forth in the applicable third-party licenses; (c) for the term designated in an Order Form, the right to receive Support; and (d) a license to use the Software on additional Server for backup and disaster-recovery testing purposes.”Server” means physical computer or virtual Central Processing Units (vCPUs). As licensed by OpenKM, allows User to deploy the Software on up vCPUs, on a single server instance.  A “Named User” is an individual authorized by User to access the Software and who has been given a unique user name or identifier (regardless of whether the user has actually used those credentials to access the Software). No more than one individual may use an issued user name or identifier, and the sharing of such credentials is expressly prohibited. 

 

3.2 Restrictions

 

User will not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (i) the Software, (ii) any modified version or derivative work of the Software created by the User or for the User, or (iii) Community Versions; (b) remove or alter any copyright, trademark or proprietary notice in the Software; (c) transfer, use or export the Software in violation of any laws or regulations of any government; (d) use any Support for Community Versions or for unlicensed Named Users; (e) reverse engineer, decompile or modify any encrypted or encoded portion of the Software.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 OpenKM; (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 OpenKM’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 OpenKM’s interests.The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of OpenKM. 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 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.

 

3.3 Proprietary Rights

 

OpenKM and its licensors will own all right, title, and interest to the Software, Support, technology, information, code or software provided to User by OpenKM, including all copies or modifications made by OpenKM.OpenKM 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.

 

3.4 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 OpenKM 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.

 

3.5 Fees and Payment

 

End User Accounts: The Company shall designate an Administrator and notify OpenKM 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  OpenKM. The Company is responsible for all activity occurring under the Company’s End User’s accounts. The Company shall notify OpenKM 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.

 

3.6 License fee

 

The Company shall pay to OpenKM an amount specified on the OpenKM EDRMS Payment of the license fee shall be due and payable as set forth in the agreed terms and conditions . All fees paid to OpenKM are non-refundable. The Company will  also pay all applicable taxes, including sales, use, personal property, valueadded, 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.

 

4. TERM AND TERMINATION 

 

4.1 Term and Termination of Agreement

 

This Agreement will remain in effect for the duration of any active Subscription Period. Upon termination of User’s Subscription Period, software will be not limited to use . If User materially breaches the terms of this Agreement, and the breach is not cured (or curable) within thirty (30) days after written notice of the breach, then OpenKM may, upon written notice, to the breaching party, terminate this Agreement and User’s access to  the Software and Support.

 

4.2 Survival

 

If this Agreement is terminated for any reason, Sections 3.2, 3.3, 4.2, 5, 6.2, 7, 8 and 9 of this Agreement will survive termination.

 

5. CONFIDENTIALITY

 

5.1 Confidential Information

 

(a) Definition. In connection with this Agreement, either party (the “Recipient”) may obtain confidential and proprietary information (“Confidential Information”) from the other (the “Discloser”). Confidential Information may include, without limitation, information  about systems designs, pricing, cost data, financial information, business, sales, and marketing plans, products, product roadmaps, service programs, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software, and data. Confidential Information includes information designated in writing as confidential, and any information a reasonable person would understand to be confidential or proprietary under the circumstances of its disclosure.

 

(b) Exclusions. “Confidential Information” does not include information that: (i) has been independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (ii) is lawfully received free of restriction from another source having the right to furnish such information; (iii) is or becomes lawfully in the public domain other than through a breach of this Agreement; (iv) was lawfully known by the Recipient prior to disclosure; (v) Discloser agrees in writing is free of such restrictions; or (vi) is generally disclosed by the Discloser to third parties without a duty of confidentiality.

 

(c) Duties With Respect To Confidential Information. At all times during and after the term of this Agreement, Recipient shall keep Discloser’s Confidential Information confidential using the same degree of care that it uses to protect its own ConfidentialInformation, but not less than a reasonable degree of care, and shall not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent, or use the Confidential Information for purposes other than the performanceof this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice to enable Discloser to seek appropriate protection of the Confidential Information.

 

6. REPRESENTATIONS AND WARRANTIES

 

6.1 General Representations and Warranties.

 

OpenKM represents and warrants that: (a) It will use reasonable skill and care in providing contracted Support; (b) the Support will be performed in a professional and workmanlike manner by qualified personnel; (b) it has the authority to enter into this Agreement with User; and (d) OpenKM has taken commercially reasonable measures to ensure the Software does not, at the time of delivery to User, include malicious mech.

 

6.2 Disclaimer of Warranty

 

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SUPPORT PROVIDED BY OPENKM ARE PROVIDED  WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING  WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. OPENKM DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE OR SUPPORT WILL BE UNINTERRUPTED, ERROR FREE, OR THAT  OPENKM WILL CORRECT ALL SOFTWARE ERRORS. FOR THE BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, USER’S EXCLUSIVE REMEDY AND OPENKM’S ENTIRE LIABILITY WILL BE TO UNDERTAKE COMMERCIALLY REASONABLE EFFORTS TO REMEDY THE SUPPORT DEFICIENCY, SUPPLY A TEMPORARY FIX, OR MAKE AN EMERGENCY BYPASS. IF OPENKM CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, USER MAY TERMINATE THE RELEVANT SOFTWARE SUBSCRIPTION AND  RECEIVE A PRO RATA REFUND OF FEES PAID FOR THE REMAINING SUBSCRIPTION PERIOD AS OF THE EFFECTIVE DATE OF THE TERMINATION.

 

6.3 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 OpenKM 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.

 

7. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES

 

7.1 Disclaimer of Damages

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AN ORDER FORM, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT, (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN A PARTY OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

 

7.2 Limitation of Liability

 

NEITHER PARTY’S (OR ITS AFFILIATES’) AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO OPENKM BY USER, EITHER  DIRECTLY OR THROUGH A BUSINESS PARTNER, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH,  PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY USER UNDER THIS AGREEMENT FOR SOFTWARE OR SUPPORT, OR FOR EXCEEDING THE SCOPE OF THE LICENSES GRANTED OR VIOLATING THE RESTRICTIONS IN SECTION.

 

7.3 Disclarimer of any warranty

 

OpenKM 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. OpenKM provides evaluation copies of the Product so that customers can  assess the Product before purchase it.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 OpenKM, 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. OpenKM disclaims all warranties of any kind if the Software was customized, repackaged or altered in any way by any third party other than OpenKM.

 

7.4 LIMITATION OF REMEDIES AND DAMAGES

 

In no event will OpenKM 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 OpenKM’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 OpenKM or its licensors have been advised of the possibility of such damages. In no event will OpenKM’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.

 

8. INDEMNIFICATION

 

8.1 DefenseIf a third party initiates or threatens a legal action alleging that User’s use of the Software directly infringes the third party’s patent, copyright, trademark or misappropriates the third party’s trade secret rights (“Third Party Rights”) (such action, a “Claim”), then OpenKM will (a) promptly assume the defense of the Claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against User (without right of appeal) or in a settlement approved by OpenKM that are attributable to User’s  use of the Software; provided that User (i) is current in the payment of all applicable fees, or becomes current, prior to requesting indemnification, (ii) notifies OpenKM in writing of the Claim promptly after receipt of the Claim, (iii) provides OpenKM the right to control the defense of the Claim with counsel of its choice, and to settle such Claim at OpenKM’s sole discretion (unless the settlement requires payment by User or requires User to admit liability), and (iv) reasonably cooperates with OpenKM in the defense of the Claim.

 

8.2 Injunctive ReliefIf the Software becomes the subject of any actual or anticipated third party infringement claim, OpenKM may, at its sole option and expense: (i) procure for User the right to continue using the affected Software consistent with this Agreement, (ii) replace or modify the affected Software with functionally equivalent software that does not infringe or, if eithe When (i) or (ii) is not available on a basis that OpenKM finds commercially feasible, (iii) terminate the Agreement or applicable Order Form and refund any prepaid fees for all unused portions of the Subscription Period.

 

8.3 Exclusions

 

OpenKM will have no liability for any Claim based upon (a) use of non-current versions of the Software when OpenKM has made newer, non-infringing versions available User; (b) altered versions of the Software (unless the specific alteration was made by or for OpenKM); (c) use, operation or combination of the applicable Software with non-OpenKM programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; (d) OpenKM’s compliance with designs, specifications or instructions provided by User where those designs, specifications or instructions cause the infringement; (e)uUse by User after notice by OpenKM to discontinue use of all or a portion of the Software; or (f) third-party open-source software.This section constitutes the entire liability of OpenKM, and User’s sole and exclusive remedy, with respect to any third party claims of infringement or misappropriation of intellectual property rights.If the Company distributes the Software in violation of this Agreement, it  hereby indemnifies, hold harmless and defends LD 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.

 

9. GENERAL

 

9.1 Notices

 

Notices under this Agreement must be in writing and delivered: (a) if to OpenKM, to its Chief Financial Officer, with a copy to its General Counsel; (b) if to User, to its Chief Financial Officer or any individual identified in the Order Form. Notices will be deemed received when (1) Delivered personally; or (2) upon confirmed delivery by a commercial express carrier.

 

9.2 Compliance with Applicable Laws

 

Each party will comply with all applicable laws, including applicable export control restrictions. In order for OpenKM to provide Support to User, it may be necessary for OpenKM to share information with its Affiliates, Business Partners, and/or subcontractors, which may be located worldwide. In such event, OpenKM will comply with Section 5 of this Agreement and with applicable data privacy laws governing the transfer of that information.

 

9.3 Entire Agreement.

 

Except as otherwise provided in a signed agreement between the parties, this Agreement constitutes the exclusive and complete agreement between OpenKM and User with respect to User’s use of OpenKM Software and/or Support, and supersedes all prior oral or written discussions, agreements or understandings.

 

9.4 Force Majeure

 

Force majeure events shall excuse the affected party (the “Non-Performing Party”) from its obligations under this Agreement so long as the event and its effects continue. Force majeure events include, without limitation, Acts of God, natural disasters, war, riot,  network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government. As soon as feasible, the Non-Performing Party shall notify the other party of (a) its best reasonable assessment of  the nature and duration of the force majeure event, and (b) the steps it is taking to mitigate its effects. If the force majeure event prevents performance for more than sixty (60) consecutive days, and the parties have not agreed upon a revised basis for  performance, then either party may immediately terminate the Agreement upon written notice.

 

9.5 Severability/Waiver

 

If any provision of this Agreement is ruled invalid or unenforceable, the provision shall be severable from this Agreement so that the remaining provisions are unaffected. No waiver of any rights under this Agreement will constitute a subsequent waiver unless otherwise stated in writing.

 

9.6 Dispute Resolution.

 

Spanish law shall govern all aspects of this Agreement. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of courts located in Spanish, without regard to their conflict-of-law principles or the United Nations Convention on Contracts  for the International Sale of Goods.

 

9.7 Headings

 

All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation.

 

9.8 Amendment.

 

This Agreement may not be amended or modified except in a writing signed by the parties, with specific reference to this Agreement.

 

10 COPYRIGHT

 

OpenKM reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. OpenKM and/or its licensors own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not so OpenKM. 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.

 

11 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.

 

12 TRANSFER OF LICENSE

 

The Company may not transfer its license in terms of this Agreement to any external third parties.

 

13 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.

 

14 DECOMPILING, DISASSEMBLING, OR REVERSE ENGINEERING

 

The Company acknowledges that the Software contains trade secrets and other proprietary information of OpenKM 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.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 OpenKM at the address listed below. Upon receiving such a  request, OpenKM shall determine whether the Company requires such information for a legitimate purpose and, if so, OpenKM will provide such information to the Company within a reasonable time and on reasonable conditions.In any event, the Company will notify OpenKM of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of OpenKM that may be used only in connection with the Software.

 

15 SOFTWARE MAINTENANCE

 

Software Maintenance includes OpenKM’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 OpenKM personnel or contractors).OpenKM will make commercially reasonable best efforts to remedy defective code and to release these fixes as updates according to OpenKM’s product roadmap.

 

16 PUBLICITY RIGHTS

 

The Company grants OpenKM the right to include the Company as a customer in promotional material for the Software or for OpenKM.The Company can deny OpenKM this right by submitting a written request via e-mail to sales@openkm.com This e-mail address is being protected from spambots. You need JavaScript enabled to view it 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.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  sales@openkm.com This e-mail address is being protected from spambots. Upon receipt of such request, OpenKM 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 OpenKM a non-transferable, non-exclusive, license to reproduce and display its logos, trademarks, trade names and similar identifying material so that OpenKM may refer to the Company as a user of the  Software should OpenKM so desire, such as on the OpenKM website, in press releases and in other marketing materials

 

17. CONTRACTOR MANUFACTURER

 

The Contractor/Manufacturer for the Software is:Open Knowledge Management System S.L.C/ Gilabert de centelles 1707005 – Palma de MallorcaBalearic IslandsSpain18. GENERALThis 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 Italy  or other applicable provisions. This Agreement is governed by the laws of Italy. This Agreement is the entire agreement between OpenKM and the Company and the Company agrees that OpenKM 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.