Incam_SGD/setup/wizard/resources/license/commercial_license.txt

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<div class=Section1>

<h1><span lang=EN-US style='font-size:18.0pt;font-family:"Times New Roman","serif"'>KnowledgeTree
On-premise Commercial End-User License Agreement Version 2.4</span></h1>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>PLEASE
READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING AND
USING THE SOFTWARE, YOU AGREE ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE
AND WHO IS BECOMING A PARTY TO THIS LICENSE AGREEMENT (“THE COMPANY”) TO BE
BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE NECESSARY AUTHORITY
TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THE
AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>This is an
agreement entered into by and between you (the “Company”) and <b>KnowledgeTree
Inc. </b>and its subsidiaries (“KT”). This Agreement states the terms and
conditions upon which KT offers to license the KnowledgeTree 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”). </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>DEFINITIONS</span></b><span
lang=EN-US style='font-family:"Times New Roman","serif"'> </span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>Accessible
Code </span></i><span lang=EN-US style='font-family:"Times New Roman","serif"'>means
source code contained within the Software that is accessible under this
Agreement. </span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>Affiliate</span></i><span
lang=EN-US style='font-family:"Times New Roman","serif"'> means a company which
is controlled, under common control or controlling the Company during the
period of such control. For the purposes of this Agreement, &quot;control&quot;
shall mean ownership, directly or indirectly, of more than 50% of the shares in
the Company (or other voting securities) which vote for the election of the
board of directors or other managing body of the Company. </span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>End User</span></i><span
lang=EN-US style='font-family:"Times New Roman","serif"'> 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. </span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>OEM
Distribution </span></i><span lang=EN-US style='font-family:"Times New Roman","serif"'>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 on-premise 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. </span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>Protected
Code </span></i><span lang=EN-US style='font-family:"Times New Roman","serif"'>means
source code contained within the Software that is protected against access by
KT and is not accessible under this Agreement. </span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>Distribution
Archive </span></i><span lang=EN-US style='font-family:"Times New Roman","serif"'>means
a software installer package or any other distribution medium commonly utilized
to package and distribute software.</span></p>

<p><i><span lang=EN-US style='font-family:"Times New Roman","serif"'>Customer
Service Systems</span></i><span lang=EN-US style='font-family:"Times New Roman","serif"'>
means any online system provided by KT or its service providers to provide
Company with product support, access to the Software, or user licenses, though
not limited to these services.</span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Grant of
Rights</span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>For the term
of this Agreement and subject to the Company's payment of the license fees as
defined below KT grants the Company a non-exclusive, non-transferable,
non-sublicensable right to use and modify the Software only for the Company's
own internal use and limited to the number of End Users for which the Company
has paid the applicable license fee. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Company’s
responsibility for End Users </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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 KT 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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Delivery
and acceptance of the Software </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>The Software
shall be deemed accepted once the Company has successfully downloaded and
unpacked the Distribution Archive. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Restrictions</span></b><span
lang=EN-US style='font-family:"Times New Roman","serif"'> </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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
KT; (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 KT’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 KT’s interests. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>The Software
includes license protection mechanisms that are designed to manage and protect
the intellectual property rights of KT. 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. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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 key 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.
</span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Proprietary
Rights</span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>
</span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>KT 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. </span></p>

<h4><span lang=EN-US style='font-family:"Times New Roman","serif"'>Fees and
Payment</span></h4>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>End User
Accounts:</span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>
The Company shall designate an Administrator and notify KT 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 KT. The
Company is responsible for all activity occurring under the Company's End
User's accounts. The Company shall notify KT 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. End User accounts cannot be shared or used by
more than one individual End User but may be reassigned to new End Users replacing
former End Users. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>License
fee: </span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>The<b>
</b>Company shall pay to KT an amount specified on the KnowledgeTree website
for the number of End Users that Company selects. Payment of the license fee
shall be due and payable as set forth in the terms and conditions on the
KnowledgeTree website. All fees paid to KT 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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Records
Retention: </span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>Unless
the company has purchased an Unlimited Use License, the<b> </b>Company shall
maintain accurate records necessary to verify the number of End Users. Upon
KT's written request, the Company shall provide KT with such records within ten
(10) days. If the Company has more End Users than the Company has paid for, the
Company shall immediately pay KT an additional license fee in addition to any
costs incurred by KT associated with reviewing such records. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>COPYRIGHT</span></b><span
lang=EN-US style='font-family:"Times New Roman","serif"'> </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>KT reserves
all rights not expressly granted to you in this EULA. The Software is protected
by copyright and other intellectual property laws and treaties. KT and/or its
licensors own the title, copyright, and other intellectual property rights in
the Software. The Software is licensed, not sold. 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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>MERGER OR
INTEGRATION </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>TRANSFER
OF LICENSE</span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>
</span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>The Company
may not transfer its license in terms of this Agreement to any external third
parties. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>LIMITATIONS
ON USING, COPYING, AND MODIFYING THE SOFTWARE </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>DECOMPILING,
DISASSEMBLING, OR REVERSE ENGINEERING </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>The Company
acknowledges that the Software contains trade secrets and other proprietary
information of KT 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. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'><br>
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 KT at
the address listed below. Upon receiving such a request, KT shall determine
whether the Company requires such information for a legitimate purpose and, if
so, KT will provide such information to the Company within a reasonable time
and on reasonable conditions. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'><br>
In any event, the Company will notify KT of any information derived from
reverse engineering or such other activities, and the results thereof will
constitute the confidential information of KT that may be used only in
connection with the Software. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>DURATION
AND TERMINATION </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>The license
granted to the Company is effective for 1 (ONE) year. The license will also
terminate automatically without any notice from KT if the Company fails to
comply with any term or condition of this Agreement. Upon termination, KT may
also enforce any rights provided by law. The provisions of this Agreement that
protect the proprietary rights of KT will continue in force after termination.</span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>SOFTWARE
MAINTENANCE  </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>Software
Maintenance includes KT’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 KT personnel or contractors). KT will make commercially
reasonable best efforts to remedy defective code and to release these fixes as
updates according to KT's product roadmap.</span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>DISCLAIMER
OF ANY WARRANTY</span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>
</span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>KT 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. KT provides evaluation copies of the Product so that customers
can assess the Product. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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 KT, or its distributors or dealers) assumes the entire cost of
any and all necessary servicing, repair or correction. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>Some
countries/states do not allow the exclusion of implied warranties, so the above
exclusion may not apply to the Company. KT disclaims all warranties of any kind
if the Software was customized, repackaged or altered in any way by any third
party other than KT. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>INFRINGEMENT
</span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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 KT 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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>PUBLICITY
RIGHTS</span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>
</span></p>

<p class=MsoNormal style='margin-left:36.0pt;text-indent:-18.0pt'><span
lang=EN-US style='font-family:"Times New Roman","serif"'>a.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span></span><span
lang=EN-US style='font-family:"Times New Roman","serif"'>The Company grants KT
the right to include the Company as a customer in promotional material for the
Software or for KT. </span></p>

<p class=MsoNormal style='margin-left:36.0pt;text-indent:-18.0pt'><span
lang=EN-US style='font-family:"Times New Roman","serif"'>b.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span></span><span
lang=EN-US style='font-family:"Times New Roman","serif"'>The Company can deny
KT this right by submitting a written request via e-mail to </span><span
lang=EN-US><a href="mailto:sales@knowledgetree.com" target="_blank"></a><a
href="mailto:marketing@knowledgetree.com" target="_blank"><span
style='font-family:"Times New Roman","serif";text-decoration:none'>marketing@knowledgetree.com</span></a></span><i><span
lang=EN-US style='font-family:"Times New Roman","serif"'> </span></i><span
lang=EN-US style='font-family:"Times New Roman","serif"'>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. </span></p>

<p class=MsoNormal style='margin-left:36.0pt;text-indent:-18.0pt'><span
lang=EN-US style='font-family:"Times New Roman","serif"'>c.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span></span><span lang=EN-US style='font-family:"Times New Roman","serif"'>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 </span><span lang=EN-US><a
href="mailto:sales@knowledgetree.com" target="_blank"></a><a
href="mailto:marketing@knowledgetree.com"><span style='font-family:"Times New Roman","serif";
text-decoration:none'>marketing@knowledgetree.com</span></a></span><span
lang=EN-US style='font-family:"Times New Roman","serif"'> to have KT remove the
Company’s name from the promotional material. Upon receipt of such request, KT
will remove any reference to the Company from such promotional material within
30 days and make no further reference to the Company. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>During any
term of this Agreement, the Company grants to KT a non-transferable,
non-exclusive, license to reproduce and display its logos, trademarks, trade
names and similar identifying material so that KT may refer to the Company as a
user of the Software should KT so desire, such as on the KT website, in press
releases and in other marketing materials. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>INDEMNIFICATION
</span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>If the
Company distributes the Software in violation of this Agreement, it hereby
indemnifies, hold harmless and defends KT 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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>LIMITATION
OF REMEDIES AND DAMAGES </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>In no event
will KT 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 KT'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 KT or its licensors have been advised
of the possibility of such damages. In no event will KT’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. </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>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. </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>GOVERNMENT
RESTRICTED RIGHTS</span></b><span lang=EN-US style='font-family:"Times New Roman","serif"'>
</span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>Programs
delivered to the U.S. Defense Dept. are delivered with Restricted Rights and
the following applies: &quot;Restricted Rights Legend: Use, duplication or
disclosure by Government is subject to restrictions as currently set forth in
subparagraph (c)(1)(ii) of DFARS 252-227-7013, Rights in Technical Data and
Computer Software (October 1988). Software manufacturer is KnowledgeTree Inc.,
c/o DLA Piper US LLP, 2000 University Avenue, East Palo Alto, CA 94303.
Programs delivered to a U.S. Government Agency not within the Defense, Dept.
are delivered with &quot;Restricted Rights&quot; as defined in FAR 52.227-14,
Rights in Data - General, including Alternate III (June 1987). </span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>CONTRACTOR/MANUFACTURER</span></b><span
lang=EN-US style='font-family:"Times New Roman","serif"'> </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>The
Contractor/Manufacturer for the Software is: </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>KnowledgeTree
Inc.<br>
c/o DLA Piper US LLP<br>
2000 University Avenue<br>
East Palo Alto, CA 94303 </span></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>Phone: +1
415.692.1418</span></p>

<p><b><span lang=EN-US style='font-family:"Times New Roman","serif"'>GENERAL </span></b></p>

<p><span lang=EN-US style='font-family:"Times New Roman","serif"'>This
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 the State of Delaware or other applicable
provisions. This Agreement is governed by the laws of the State of Delaware.
This Agreement is the entire agreement between KT and the Company and the
Company agrees that KT 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. Les
parties aux présentes confirment leur volonté que cette convention, de même que
tous les documents, y compris tout avis, qui s′y rattachent, soient rédigés en
langue anglaise.</span></p>

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