This End User License Agreement ("EULA") is a legal agreement between you and Kno, Inc. ("Kno") for the Kno™ Application (defined in the Kno™ Terms of Service) together with any associated "online" or electronic documentation ("Licensed Software"). The terms not defined in this EULA will have the meanings set forth in the Kno Terms of Service. The KnoTM Store and KnoTM Service Privacy Policy is hereby incorporated by reference into this EULA.
1. License. Subject to the terms of this EULA, Kno grants to you a limited, nontransferable, and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Licensed Software, in executable object code form only, and (b) for your use of the Kno Service, in each case for your personal, non-commercial purposes.
2. Restrictions. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, transfer, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third party, (b) copy or use the Licensed Software for any purpose other than as permitted in Section 1, or (c) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Licensed Software.
3. Updates. Any future release, update, or other addition to the functionality of the Licensed Software, if any, provided by Kno (collectively, “Updates”) will be subject to the terms of this EULA, unless Kno states otherwise in writing. To keep your Licensed Software up-to-date, Kno may automatically provide your Kno Application with Updates to the Licensed Software.
4. Ownership. he Licensed Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein, are the exclusive property of Kno and its licensors. Kno and its licensors reserve all rights in and to the Licensed Software not expressly granted to you in this EULA. The Licensed Software is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA.
5. Open Source. Certain items of software included with the Licensed Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Kno makes such Open Source Software, and Kno’s modifications to that Open Source Software, available by written request at support@kno.com.
6. Third Party Applications. Kno may allow third parties to develop applications for use within the Kno Application (“Third Party Apps”). You agree that no Third Party App is subject to the terms and conditions of this EULA. Instead, each Third Party App is licensed under the terms of the end user license that accompanies it. Kno is not a party to that end user license, and the Third Party App developer is exclusively responsible for that Third Party App and any associated warranties.
7. Term and Termination. This EULA and the license granted hereunder are effective on the date you first use the Licensed Software and shall continue unless this EULA is terminated under this section. This EULA will terminate automatically without notice from Kno if you fail to comply with any term(s) of this EULA. You may terminate this EULA effective immediately upon written notice to Kno. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Licensed Software, but the terms of Sections 2 and 4 through 13 (inclusive) will remain in effect, after any such termination.
8. Warranty Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, KNO PROVIDES THE LICENSED SOFTWARE "AS-IS" AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. KNO DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE LICENSED SOFTWARE. KNO MAKES NO WARRANTY THAT THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
9. Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, (A) KNO WILL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE LICENSED SOFTWARE OR THIS EULA, EVEN IF KNO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) KNO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE LICENSED SOFTWARE AND THIS EULA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. KNO DISCLAIMS ALL LIABILITY OF ANY KIND OF KNO’S SUPPLIERS.
10. For U.S. Government End Users. The Licensed Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Licensed Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.
11. Export Compliance. The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Licensed Software and related technology, as may be required. You will indemnify and hold Kno harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.
12. Governing Law; Arbitration. This EULA, and any claim, dispute or controversy relating to this EULA, will be governed by the laws of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court located in Santa Clara County, California and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except that: (i) a party bringing an action may choose to resolve the dispute through binding non-appearance-based arbitration in accordance with the following: (a) the arbitration will be provided through a nationally-recognized alternative dispute resolution provider mutually agreed upon by the parties; (b) the arbitration will be conducted in one or more of the following manners at the option of the party initiating arbitration: telephone, online, or written submissions; (c) the arbitration will not involve any personal appearances by the parties or witnesses unless otherwise agreed by the parties; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; and (ii) Kno may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.
13. General. Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA. Any notice to you may be provided by email to the address that you registered with Kno. The Licensed Software is deemed irrevocably accepted upon your use of the Licensed Software. Kno will have no responsibility to provide maintenance or support services with respect to the Licensed Software. The parties are independent contractors. You agree and acknowledge that each supplier of third party software included in the Licensed Software is a third party beneficiary of this EULA and will have the right to enforce this EULA directly against you. If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by Kno will be effective only if in writing. Any waiver or failure by Kno to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the Licensed Software contains valuable trade secrets and proprietary information of Kno, that any actual or threatened breach of Section 2 (Restrictions) of this EULA will constitute immediate, irreparable harm to Kno for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA. “Includes” and “including” are not limiting. Kno reserves the right to amend any of the terms of this EULA by posting the revised terms on the kno.com website. Your continued use of the Licensed Software after the effective date of any such amendment shall be deemed your agreement to be bound by such amendment. This EULA, the Kno Terms of Service, and the Kno Store and Kno Service Privacy Policy constitute the final, complete, and exclusive agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Except as otherwise provided in this section, no amendment to this EULA will be valid unless in a writing hand-signed by the parties.
14. Questions or Additional Information. If you have questions regarding this EULA, or wish to obtain additional information, please send an e-mail to support@kno.com or write us at: Kno, Inc., 5155 Old Ironsides Dr, Santa Clara, CA 95054.
