KSI Knowledge Base Access Agreement
for Authorized Users
1. Agreement; Limited Use. This Agreement is a legal agreement between Authorized User and Guardtime relating to the KSI Knowledge Base and the information and materials made available by Guardtime (the “Restricted Materials”), solely for use by the Authorized User on behalf of his/her employer (the “Company”), in accordance with the Company’s agreement with Guardtime (or one of its Affiliates). By accessing the KSI Knowledge Base or downloading any of the Restricted Materials you agree to be bound by the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement or do not have the authority warranted above, do not access the KSI Knowledge Base or download or otherwise use the Restricted Materials.
2. Restrictions. Your access to the KSI Knowledge Base and downloading or use of the Restricted Materials are subject to the following restrictions: (a) Authorized User shall not transfer, distribute, disclose or otherwise commercially exploit the Restricted Materials or make the Restricted Materials available to any third party other than an Authorized User; (b) except as expressly authorized by Guardtime in writing, no part of the Restricted Materials may be copied, reproduced, displayed, posted or transmitted in any form or by any means; and (c) Authorized User shall not modify or make derivative works of the Restricted Materials. Authorized User shall preserve all copyright and other proprietary rights notices in the Restricted Materials and all authorized copies thereof.
3. Authorized User Names and Passwords. Your right to access the KSI Knowledge Base and Restricted Materials is solely pursuant to the unique username and password provided to you by Guardtime. Your username and password may only be used to access the KSI Knowledge Base and Restricted Materials during one (1) concurrent login session, and may not be shared with any person or entity. You are responsible for maintaining the confidentiality of your username and password. You shall promptly notify Guardtime of any actual or suspected unauthorized use of your username or password. Guardtime reserves the right to change, update or terminate your username and password in Guardtime’s sole discretion, if Guardtime believes that there was, is or could be any unauthorized use of or access to the Knowledge Base or Restricted Materials.
4. Ownership. All right, title, and interest, including all intellectual property rights, in and to the KSI Knowledge Base and Restricted Materials (including any and all copies thereof) shall be owned and retained by Guardtime. Any rights not expressly granted by Guardtime in the Agreement are reserved. Authorized User acknowledges that it acquires no ownership interest in the Restricted Materials or any information contained therein.
5. DISCLAIMER OF WARRANTIES. THE KSI KNOWLEDGE BASE AND RESTRICTED MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS. GUARDTIME MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL GUARDTIME BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF GUARDTIME HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
7. Term and Termination. This Agreement shall continue for a period of one (1) year, unless and until this Agreement is terminated pursuant to this section. Guardtime may terminate this Agreement immediately in the event that: (a) Company’s agreement is terminated; (b) you are no longer an Authorized User (in good standing); or (c) you breach any of the terms of this or any other agreement with Guardtime (or any of its Affiliates). Authorized User may terminate this Agreement at any time, with or without cause, upon written notice to Guardtime. Upon termination, your rights to access the KSI Knowledge Base and the Restricted Materials shall immediately terminate and you shall immediately destroy any copies of the Restricted Materials in your possession or control. The following sections shall survive any termination of this Agreement: 2, 3, 4, 5, 6, 7, and 8.
8. Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by Authorized User, and any such attempted assignment or transfer shall be void and without effect. The Restricted Materials and related technology are subject to applicable export control laws and may be subject to export or import regulations in other countries. This Agreement shall be governed by and construed in accordance with the laws of California. Any notice to Authorized User may be provided by email. This Agreement and the Authorized User Confidential Information and Nondisclosure Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. From time-to-time, Guardtime may make changes to these terms and conditions. Continued access to the KSI Knowledge Base and use of the Restricted Materials, following notice of such changes, shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.