Teknowledge LLC > Terms and Conditions

TERMS AND CONDITIONS of an AGREEMENT between TEKNOWLEDGE LLC, with its head office at 22525 SE 64th Place, Suite 233 Issaquah, WA 98027 and you (Individual user or corporate) the licensee of Grapholic software

Any of the following act by you, your agent or your employee would translate to the acceptance of the Terms and Conditions.
(a) opening the sealed disk package, if any;
(b) installing any of the executable files, DLL's or data files of Grapholic into memory or virtual memory of any computer;
(c) clicking of accept under this agreement;

(d) clicking to signify acceptance of this Agreement during the software installation process;
(e) delivering a signed copy of this agreement to Teknowledge.
(f) delivering a registration license to Teknowledge.

You will have no right to keep or use the software unless the terms and conditions are agreed upon.

IF YOU DO NOT AGREE TO THE TERMS OF THIS SAMPLE CODE SOFTWARE LICENSE AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE LIMITED WARRANTY CONTAINED HEREIN), YOU MAY NOT USE THE SOFTWARE AND YOU ARE ADVISED TO PROMPTLY RETURN ANY DISK MEDIA ON WHICH THIS SOFTWARE IS STORED, TOGETHER WITH ALL PACKAGING AND DOCUMENTATION FOR THE SOFTWARE, TOGETHER WITH PROOF OF PURCHASE TO THE PLACE WHERE YOU OBTAINED THE SOFTWARE FOR A FULL REFUND.

1. UTILITY OF THE SOFTWARE: The Software is intended to be used according to the license purchased from Teknowledge LLC.

2. GRANT OF RIGHTS: This license is granted on a "per user" basis. Each user within your organization who desires to use the Software must hold a valid license.

In consideration of your consent to abide by the terms of this Agreement, Teknowledge grants you the non-exclusive, non-transferable right to use this Software. You may only use the software for professional, academic or personal reasons and commercial use of the product without limitations is discouraged. You may not copy or modify, create derivative works in respect of, enhance, otherwise alter or distribute the Software. You agree not to remove any copyright, trademark or patent notices contained in or on the Software. Your license rights under this Agreement are conditional upon you not being engaged at any time in the manufacture, use, distribution or transfer of counterfeit, pirated or illegal software. You may not rent, lease, provide commercial hosting services in respect of or lend the Software. Your rights to use the Software are conditional on your compliance with the terms of this Agreement.

3. LIMITS ON EXECUTION AND STORAGE OF THE SOFTWARE: You may install and store the Software on one or more computer systems for the licensed purposes set forth herein. Your rights to use the Software are specifically limited as follows: (a) each license entitles you to use the Software only on one computer system at any particular time; and (b) each license of the Software entitles you and only you to use the Software for such purposes.

4. OWNERSHIP OF SOFTWARE: Teknowledge LLC retain all right, title and interest in and to the Software. The Software is licensed, not sold, and all rights not expressly granted in this Agreement are reserved by Teknowledge LLC.

5. COPYRIGHT: The Software and accompanying written materials ("Documentation") are protected by the United States copyright laws and international treaty provisions. Teknowledge and its licensors and suppliers own and retain all right, title and interest in and to the Software and Documentation, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. You acknowledge that your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software or Documentation, and that you will not be entitled any right on the Software apart from those explicitly mentioned in this agreement. Same terms apply for the use of documentation provided along the license.

6. TRADE SECRETS AND CONFIDENTIALITY: You agree with Teknowledge LLC that the Software contains information or material which is proprietary to Teknowledge ("Confidential Information"), which is not meant to be known by any other entity apart from Teknowledge, and the knowledge regarding the same shall be communicated to by Teknowledge. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks). You also agree and acknowledge that such Confidential Information has been developed and obtained by Teknowledge at the expense of significant time, effort and money and provides Teknowledge with a deserving competitive advantage in its business. You agree that you shall not use the confidential information for the benefit of any other entity apart from Teknowledge, except as expressly authorized in this Agreement and not for any other purpose. You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, the Documentation or any other Confidential Information concerning the Software other than to such persons as Teknowledge shall have specifically agreed in writing to permit you to so disclose. You agree and acknowledge the purpose of this paragraph entitled "Trade Secrets and Confidentiality" is to protect Teknowledge's ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software.

6a. RIGHTS TO IDEAS AND MATERIALS PROVIDED TO TEKNOWLEDGE OR POSTED AT ANY TEKNOWLEDGE WEB SITE: You grant TEKNOWLEDGE, its affiliated companies and necessary sub-licensees and its licensors and suppliers permission to use and a grant of a worldwide, non-terminable, royalty-free, fully assignable and transferable right and license in perpetuity to use materials you provide to Teknowledge (including feedback and suggestions) or post, upload, input or submit ("Post") to Teknowledge or to any services for review by the general public, or for review by the members of any public or private community (a "Submission" or collectively "Submissions") for all purposes of Teknowledge, including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to use the ideas, concepts, methods, designs, code you have Posted for evaluation and testing and for use, deployment, sub-licensing or other exploitation, and/or integration into Grapholic for evaluation, testing, use, deployment, sub-licensing and other exploitation; to publish your name in connection with your Submission; and the right to sublicense all such rights. You confirm that you will own or otherwise control all of the rights to your Submission including, without limitation, all the rights necessary for you to provide, post, upload, input or submit your Submissions.

TEKNOWLEDGE OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN TEKNOWLEDGE'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO TEKNOWLEDGE. SO, PLEASE DO NOT SEND YOUR INTELLECTUAL IDEAS TO US.DESPITE THIS IF YOU STILL SEND YOUR IDEAS TEKNOWLEDGE DOES NOT GIVE ANY GUARANTEE THAT YOUR IDEAS OR ADVICES WILL NOT BE EXPLOITED FOR ACHIEVING ANY OBJECTIVE AND TEKNOWLEDGE SHALL HAVE THE COMPLETE RIGHT OVER THE IDEAS.

6b. TRANSFER OF "BUG FIXES": If you identify problems with the usability, operability, or interoperability of Grapholic, you may deliver or suggest "bug fixes" for Grapholic source code for Teknowledge’s consideration. Teknowledge LLC shall have the absolute right to incorporate all such "bug fixes" accepted by Teknowledge into Grapholic without any payment or other compensation to you. All right, title and interest to any submitted "bug fixes", whether accepted or not, shall remain with Teknowledge.

7. OTHER RESTRICTIONS: This license may not be transferred or assigned to anyone without the prior written consent of Teknowledge. Any authorized transferee of the Software shall be bound by the terms and conditions of this Agreement.

8. SUPPORT POLICY: Teknowledge provides technical support for Grapholic but does not take the responsibility for any unsolvable issue due to the misuse of the software or otherwise.

9. TERMINATION: This Agreement is effective until terminated. Teknowledge may terminate this Agreement upon issuance of written notice to you: (i) due to an intellectual property infringement claim relating to the Software in the event that Teknowledge is unable to remedy the infringement by providing a work-around or by obtaining the required license rights; (ii) in accordance with applicable law, including a court order; or (iii) due to your breach of any term of this Agreement. Upon termination, you shall destroy or return the Documentation and the Software. Sections 4, 5, 6, 6a, 6b, 10, 12 and 16 of this Agreement shall survive the termination of this Agreement for any reason.

10. LIMITED WARRANTY: THE SOFTWARE AND ACCOMPANYING DOCUMENTATION (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND.

TEKNOWLEDGE LLC DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU.

Teknowledge does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error-free. Teknowledge is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of Grapholic with any other software.

TEKNOWLEDGE AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TEKNOWLEDGE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL CREATE NEW WARRANTIES.

NEITHER TEKNOWLEDGE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT OR TORT OR PRODUCTS LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF GOODWILL, AND ANY OF THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY OTHER CLAIM BY ANY PARTY EVEN IF TEKNOWLEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE SOFTWARE IS LICENSED TO YOU ON THE CONDITION THAT, IF THE SOFTWARE FAILS TO PERFORM OR OTHERWISE MALFUNCTIONS FOR ANY REASON, CAUSES THE LOSS OF DATA OR TEMPORARY OR PERMANENT LOSS OF FUNCTIONALITY ON THE COMPUTER WHERE IT IS INSTALLED, YOU ACKNOWLEDGE THAT TEKNOWLEDGE HAS NO LIABILITY FOR ANY LOSSES OR DAMAGE THAT YOU MAY INCUR WHATSOEVER. YOU AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In that event, any implied warranties are limited in duration to ninety (90) days from the date of delivery of the Software. This warranty gives you specific legal rights. You may have other rights which vary from state to state and province to province.

11. ACKNOWLEDGEMENT: You acknowledge having read and understood this Agreement, and agree to be bound by its terms and conditions. You agree that this Agreement is the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements oral or written, and any other communications between the parties relating to the subject matter of this Agreement.

12. GENERAL: This Agreement ensures to the benefit of and is binding upon the parties, and their respective heirs, executors, administrators, legal personal representatives, successors, and duly authorized assigns. Teknowledge may assign this Agreement without your consent. You may not assign this Agreement without the prior written consent of Teknowledge. This Agreement shall be governed by and construed in accordance with the laws of the United States. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to the jurisdiction of the courts of the WA province of United States of America as the exclusive jurisdiction for determination of all disputes and claims arising between the parties to this Agreement. If any provision of this Agreement is found to be unlawful, void or unenforceable, then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions.

13. U.S. GOVERNMENT RESTRICTED RIGHTS: If this product is acquired under the terms of a DoD contract: Use, duplication or disclosure by the Government is subject to restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. If this product is acquired under the terms of a Civilian agency contract: Use, reproduction or disclosure is subject to subdivisions (a)-(d) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19. Unpublished-rights reserved by TEKNOWLEDGE LLC.,22525, 64th place, Suite 233, Issaquah, WA, USA, M3C 3G8, the contractor/manufacturer, under the copyright laws of the United States of America.

14. EXPORT CONTROLS: The Software is subject to U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. You represent that neither you nor any third party you give rights to under this Agreement has had export privileges suspended, revoked or denied by a U.S. government agency.

15. FOREIGN CORRUPT PRACTICES: Neither you, nor any of your employees or agents shall, directly or indirectly, pay, offer to pay or authorize the payment of anything of value to any government official, government employee, political party or political candidate anywhere in the world to obtain or retain business in connection with the use, sale or licensing of Software or otherwise to influence such an individual in his or her official capacity. You shall promptly notify Teknowledge if you learn that any such payment, offer, promise, or authorization has been made. Upon Teknowledge's request from time to time, you shall certify compliance with the foregoing.

16. THIRD PARTY LICENSORS AND SUPPLIERS: Each party agrees that Teknowledge's licensors and suppliers, together with their subsidiaries and affiliates are third party beneficiaries to this Agreement with the right to rely on and enforce its terms to their full extent, notwithstanding that such entities are not parties to this Agreement. The parties further agree not to take any actions that may prevent or otherwise impair any such licensor's or supplier's exercise of these rights. In no event shall Grapholic’s licensors and suppliers, together with their subsidiaries and affiliates have any liability for any damages, whether direct, indirect, incidental or consequential, as a result of the use or installation of the Software.

17. CONTACT TEKNOWLEDGE: You may contact TEKNOWLEDGE LLC by writing to: TEKNOWLEDGE LLC, 22525 SE 64th PLACE, SUITE 233, ISSAQUAH WA 98027.

For further information you are referred to www.grapholicsoftware.com.