EULA - OpenKM End User License Agreement
Version 2.0, latest update January 2020
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND USING SOFTWARE OR SUPPORT FROM OPENKM. BY USING OPENKM SOFTWARE OR SUPPORT, THE USER ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF THE USER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN THEY 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 date that the User formally accepts this agreement or first uses OpenKM's Software or Support.
0. DEFINITIONS
Accessible code means source code 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 per this agreement's terms.
OEM Distribution means the 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 protected against OpenKM access and inaccessible under this agreement.
A distribution Archive is a software installer package or any other medium commonly used to package and distribute Software.
Customer Service Systems mean any online system provided by OpenKM or its service providers to provide the Company with product support, access to the Software, or user licenses, though they are not limited to these services.
1. SCOPE OF AGREEMENT
1.1 Software and Support
This agreement governs the 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 the Software does not include third-party open-source Software that may be provided in addition to that or Community Versions. "Community Versions" means the free, unsupported, open-source Software that OpenKM makes available for download on its OpenKM website. "Order Form" means the ordering documents placed by the User. "Subscription" means access to the Software and, where applicable, support for a defined period (the "Subscription Period"), as outlined in an Order Form.
The 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.
The User purchases 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 promptly notify OpenKM or the Business Partner if User exceeds the number of authorized Named Users purchased under the applicable Order Form. In its notice, the 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 the User for the applicable fees, and the User will promptly pay such fees. There will be 15 days to pay the additional charges.
2.2 Records Retention
The User will maintain accurate records to verify the authorized number of Named Users. Upon OpenKM's written request, the User will provide OpenKM with such documents 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) a non-exclusive, non-transferable, non-sublicensable license to use, copy, test, and modify the Software solely for User's internal use and limited to the Named Users, and 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 outlined 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 a physical computer or virtual Central Processing Unit (vCPU). As licensed by OpenKM, it allows the User to deploy the Software on up vCPUs on a single server instance. A "Named User" is an individual authorized by the User to access the Software and who has been given a unique user name or identifier (regardless of whether the User has used those credentials to access the Software). No more than one individual may use an issued user name or identifier, and sharing such credentials is 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 notices 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 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 notices 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 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 the installation of the Software at no charge.
3.3 Proprietary Rights
OpenKM and its licensors will own all rights, titles, and interests to the Software, Support, technology, Information, code, or Software provided to the User by OpenKM, including all copies or modifications made by OpenKM.
OpenKM and its licensors shall own all rights, title, and interest to the Software, technology, Information, code, or Software provided to the 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 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 act or breach by the Company of this Agreement. The Company, as a result of this, indemnifies and holds OpenKM harmless from any 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 Administrator's identity and contact information. 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 arrangement that provides the 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 OpenKM an amount specified on the OpenKM EDRMS. Payment of the license fee shall be due and payable as outlined 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, value-added, excise, customs fees, import duties, stamp duties, and any other similar taxes and duties, including penalties and interest, imposed by any federal, state, provincial or other government entity on the transactions contemplated by this agreement.
4. TERM AND TERMINATION
4.1 Term and Termination of Agreement
This agreement will remain in effect for any active Subscription Period. Upon termination of the User's Subscription Period, the Software will not be limited to use. Suppose the 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 violation. In that case, OpenKM may, upon written notice, to the breaching party, terminate this agreement and the User's access to the Software and Support.
4.2 Survival
Sections 3.2, 3.3, 4.2, 5, 6.2, 7, 8, and 9 will survive termination if this agreement is terminated.
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"). Personal 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 before the 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 Concerning 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 Confidential
Information, but not less than a reasonable degree of care, 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 performance
of 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 professionally and skillfully 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 THE USE OF THE SOFTWARE OR SUPPORT WILL BE UNINTERRUPTED AND ERROR-FREE OR OPENKM WILL CORRECT ALL SOFTWARE ERRORS. THE BREACH OF THE WARRANTIES OUTLINED IN SECTION 6.1, THE 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. SUPPOSE OPENKM CAN NOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER. IN THAT CASE, THE 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 THE 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 FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY USERS UNDER THIS AGREEMENT FOR SOFTWARE OR SUPPORT OR EXCEEDING THE SCOPE OF THE LICENSES GRANTED OR VIOLATING THE RESTRICTIONS IN THE SECTION.
7.3 Disclaimer 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 customers can assess it before purchasing 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 NON-INFRINGEMENT.
The Company assumes responsibility for supporting and fault-finding 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 selecting the Software to achieve its intended results and for the installation, use, and results obtained from the Software. The Company also believes the entire risk applies to the Software's quality and performance. Should the Software prove defective, the Company (and not OpenKM or its distributors or dealers) assumes the entire cost of any 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 is 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 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 Defense
If 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 Relief
Suppose the Software is subject to any actual or anticipated third-party infringement claim. In that case, OpenKM may, at its sole option and expense, (i) procure for the 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 either When, (I,) or (ii) is not available on the 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 to 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)use 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 the User's sole and exclusive remedy concerning any third-party claims of infringement or misappropriation of intellectual property rights.
Suppose the Company distributes the Software in violation of this agreement. In that case, it, as a result of this, indemnifies, holds harmless, and defends OpenKM from and against any 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 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 export control restrictions. For OpenKM to provide support to users, it may be necessary to share information with its affiliates, business partners, and subcontractors, who 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 concerning User's use of OpenKM Software and Support. It supersedes all prior oral or written discussions, deals, 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, riots, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or actions 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) its steps to mitigate its effects. Suppose the force majeure event prevents performance for more than sixty (60) consecutive days, and the parties have not agreed upon a revised basis for implementation. In that case, either party may 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 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 Spanish courts, 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 in this agreement are inserted for identification and convenience and will not be deemed part of this agreement for interpretation purposes.
9.8 Amendment.
This agreement may not be amended or modified except in 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, and OpenKM and 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 accompanying the Software.
11 MERGER OR INTEGRATION
Should the Company merge any portion of the Software or access code into, or integrate any part of the Software or access code with, any other program or code, any piece 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. The Company must reproduce on the merged or integrated portion all copyright and other proprietary rights notice included in the originals of the Software or access code.
12 TRANSFER OF LICENSE
The Company may not transfer its license in 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 regular use of the Software.
In particular, the Company agrees not to transmit the Software, display the Software's object code on any computer screen, or make any hardcopy memory dumps of the Software's object code. Suppose the Company believes that it requires information related to the interoperability of the Software with other programs. In that case, 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. If so, OpenKM will reasonably provide such information to the Company and in good condition.
The Company will notify OpenKM of any information derived from reverse engineering or other activities. The results thereof will constitute confidential information about 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 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 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 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 before 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 other marketing materials.
17. CONTRACTOR MANUFACTURER
The Contractor/Manufacturer for the Software is:
Open Knowledge Management System S.L.
C/ Bunyola 13
07004 - Palma de Mallorca
Balearic Islands
Spain
18. GENERAL
This agreement is binding on the Company, its employees, employers, contractors, agents, and any successors and assignees. Neither the Software nor any information derived from that place may be exported except by the laws of Italy or other applicable provisions. The laws of Italy govern this agreement. This agreement is the entire agreement between OpenKM and the Company. 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, concerning the Software. Suppose any provision of this agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction. In that case, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable. 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.