EBMS Main Documentation
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Software License, Limited Warranty, and Privacy Policy

TERMS OF USE

Your access to this software (the “Software”) is granted pursuant to an agreement between Koble Systems, Inc. (“Koble”) and a third party that is your employer, or affiliated with your employer (the “Customer”). Your access to the Software is subject to the terms of the agreement between Koble and Customer, as well as the specific license terms recited below (together, the “Agreement”). References below to “Customer” include you.

Koble may update these Terms of Use (including the Privacy Policy referenced herein) upon notice to you, which will be provided by requiring you to agree to the updated terms on your next login to the Software.

If you violate these Terms of Use, Koble may immediately terminate your access to the Software.

  1. License
    1. License Grant. Subject to and conditioned on Customer's payment of fees and compliance with all other terms and conditions of the Agreement, Koble hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable worldwide license to use the Software solely for the Permitted Use during the Term.
    2. Scope of Licensed Access and Use. Koble may deliver the Software either via a local-install version or a cloud-hosted version. With respect to local-install versions of the Software, Customer may install, use, and run one copy of the Software on Customer’s server. With respect to either a cloud-hosted or local-install version of the Software, the total number of Authorized Users who may concurrently access and use the Software shall not exceed the total number of Authorized Users specified in the Agreement. With respect to the local-install version, Customer may make one copy of the Software solely for testing, disaster recovery, or archival purposes. Any copy of the Software made by Customer: (a) will remain the exclusive property of Koble; (b) will be subject to the terms and conditions of this Agreement; and (c) must include all copyright or other Intellectual Property Rights notices contained in the original. Any additional licenses purchased by Customer from Koble shall be subject to the terms and conditions of this Agreement.
    3. Open-Source Licenses. To the extent the Software includes any Open-Source Components, such Open-Source Components may be subject to separate open-source licenses (each, an "Open-Source License"). Any use of the Open-Source Components by Customer is governed by, and subject to, the terms and conditions of the Open-Source License(s).
    4. Security Measures. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Customer acknowledges and agrees that: (a) Koble may use these and other lawful measures to verify Customer's compliance with the terms of this Agreement and enforce Koble's rights, including all Intellectual Property Rights, in and to the Software; (b) Koble may deny any individual access to and/or use of the Software on written notice to Customer if Koble, in its reasonable discretion, believes that person's use of the Software would violate any provision of this Agreement, regardless of whether Customer designated that person as an Authorized User; and (c) Koble and its Representatives may collect, maintain, process and use diagnostic, technical, usage, and related information – including information about Customer's computers, systems and software – that Koble may gather periodically to improve the performance of the Software or develop Maintenance Releases. This information will be treated in accordance with Koble's privacy policy (the “Privacy Policy”), as amended from time to time, which can be viewed at: koblesystems.com or a successor website address.
  2. License Restrictions

Except as this Agreement expressly permits, and subject to Section 1.3 with respect to Open-Source Components, Customer shall not, and shall not permit any other Person to:

      1. copy the Software, in whole or in part;
      2. modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Software;
      3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
      4. reverse engineer, disassemble, decompile, decode, or adapt the Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
      5. bypass or breach any security device or protection used or contained in the Software or Documentation;
      6. remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Software or Documentation;
      7. use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law;
      8. use the Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using or providing a competing software product or service;
      9. use the Software in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage; or
      10. use (i) the Software or Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement or (ii) any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open-Source License.
  2. Definitions

"Authorized User" means each of the individual users of Customer and/or its affiliates authorized by Customer to use the Software.

"Documentation" means any materials relating to the Software published on Koble’s “EBMS Main Documentation” page (or successor page) on Koble’s website. Such materials may be updated at any time without notice to Customer. As of the time the Master Agreement terms were last updated, Koble’s Documentation was published at: https://koblesystems.com/knowledge/ebms-main-documentation. “Documentation” also includes any supplemental materials specifically included in, or incorporated by reference into, the Agreement.

"Intellectual Property Rights" means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Maintenance Release" means any update, upgrade, release, or other adaptation or modification of the Software, including any updated Documentation, that Koble may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any New Product.

"Open-Source Components" means any software component that is subject to any open-source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

"Permitted Use" means use of the Software by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Representatives" means, with respect to a Party, that Party's employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.