KNOWPEDS TERMS OF SERVICE
IMPORTANT NOTICE: By using or accessing the KnowPEDs LLC Web Service through your or your employer’s computers or network, you are agreeing to be bound by the terms and conditions set forth in these Terms of Service. If you are using or accessing the KnowPEDs LLC Web Service and you represent a business or other entity, you are further representing to KnowPEDs LLC that you are authorized and agree to bind such business or entity to this agreement, in connection with KnowPEDs LLC’s use of or access to the KnowPEDs Web Service. Thus, the term “you,” as used in this agreement, refers to such business or entity. Use of the KnowPEDs LLC Web Service may further require an access code or other identifier.
- Limited License. KnowPEDs LLC, grants to you a limited, non-exclusive, non-transferable license (the license) to access and use the KnowPEDs LLC Web Service (the service). The license allows you to use the service in object code form only for the purposes (e.g., internal use, evaluation, testing, demonstration, disaster recovery), duration, and extent to which you have paid the appropriate license fees. Payment is evidenced by one or more valid and mutually agreed-upon purchase order documents between you and KnowPEDs LLC or by an authorized KnowPEDs LLC reseller, identifying the products licensed (the service). The agreement also includes any applicable limitations on use, such as volume limitations or concurrent client module use limitations.
Where KnowPEDs LLC licensing is limited on an annual volume basis, the KnowPEDs LLC authorized volume usage limit will pertain to the 12-month period commencing from the date on which the service is delivered to you. Any features or functionality to be included in any future or subsequent releases of the service are at the sole discretion of KnowPEDs LLC. Nothing in this agreement should be interpreted or construed to include any right on KnowPEDs LLC’s part to receive any specific features or functionality in the future.
- Term and Termination. The license will remain in effect until terminated and will govern KnowPEDs LLC’s access to the service. You may terminate this agreement and the license at any time by certifying destruction of all copies of the service and associated documentation. This agreement will further terminate upon KnowPEDs LLC’s failure to cure any material breach of this agreement within 30 days of written notice from KnowPEDs LLC, regarding such breach. In the event of termination of the license, regardless of cause, KnowPEDs LLC’s access to the service will immediately terminate. Sections 6, 7, and 10 through 17, inclusive of this agreement, and the obligations embodied in those sections, will survive any termination of this agreement.
- State Specific Regulations. You acknowledge that the service aggregates data obtained from databases maintained by the states, territories, and Indian Nations of the United States. Each of those governing bodies maintains laws and regulations pertaining to the access and use of such data (the “state-specific regulations”). You agree that both in accessing and using data provided by the service, you will abide by the state-specific regulations related to such data. A copy of or an Internet link to the state-specific regulations is located at www.knowpeds.com/login
- Professional Services Engagements. All related professional services engagements will be performed under a separate professional services agreement, mutually agreed upon in writing by authorized representatives of each party. Any fees for service under this agreement will be due and payable under the terms set forth in Section 5 of this agreement. Payment of fees will not be dependent or contingent in any way upon the performance or completion of any separate professional services engagement.
- License Fee, Usage Fee, and Support Fee Payment Delivery. The license granted in this document is subject to an annual license fee as set forth in the relevant purchase order. In addition, each search conducted through the service is subject to a usage fee as set forth in the relevant purchase order. Support services and other professional services rendered to you are also subject to the fees set forth in the relevant purchase order. All rights granted in this agreement are conditional upon payment of the appropriate fees. Invoices are due and payable 30 days from the date of invoice. You agree to pay or reimburse all sales, use, VAT, excise taxes, duties, or assessments arising on or measured by amounts payable to KnowPEDs LLC. You are not responsible for KnowPEDs LLC’s income taxes. All tangibles will be delivered FOB KnowPEDs LLC’s offices.
- Copyright. The service is proprietary commercial software developed at private expense by KnowPEDs LLC, and/or its licensors. KnowPEDs LLC reserves all intellectual property rights to the service and its documentation under U.S. Copyright Law and international copyright treaty provisions, as well as trade secret, industrial property, unfair competition, or similar laws applicable to the locality where you use it.
No product or service provided under this agreement will be deemed a “work made for hire.” In accordance with copyright law, you may not allow any third party to (1) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas of the service by any means whatsoever; (2) remove any product identification, copyright legend, or other notices; (3) rent, lease, lend, or sublicense the service to third parties; (4) modify, incorporate into other software, or create a derivative work of any part of the service, except as specified in the user documentation or as permitted under separate license agreement with KnowPEDs LLC; or (5) attempt to use the service, or any portion thereof, in excess of its licensed capacity.
You may not copy the service or any portion of the service, with the following exceptions: (1) You are using the service in accordance with the license; and (2) You are using the service as strictly required for backup and archival purposes.
- No Warranty. KNOWPEDS LLC DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR ANY WARRANTY ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR FROM TRADE USAGE. The service is provided on an as is, as available basis. KnowPEDs LLC and its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assignee of KnowPEDs LLC or its affiliates, do NOT warrant that: (a) the service will meet any specific requirements; (b) the service will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the service will be accurate or reliable; (d) the quality of any information obtained through the service will meet any expectations; and (e) any errors in the service will be corrected.
- Disclaimers/Waivers. By using the service, you agree that KnowPEDs LLC makes no representations or warranties, either expressed or implied, that the information obtained through the use of the service is complete or accurate. KnowPEDs LLC’s use of the data obtained through the service is at your own risk. Because the service merely aggregates data obtained from numerous sources not controlled by KnowPEDs LLC, KnowPEDs LLC disclaims any liability for any errors or omissions in information displayed to you, the user. KnowPEDs LLC also disclaims any errors or omissions that result from secondary dissemination of this information. Any person, agency, or entity – public or private – who reuses, publishes, or communicates information obtained through the service will be solely liable and responsible for any claim or cause of action based upon or alleging an improper or inaccurate disclosure arising from such reuse, publication, or communication, including but not limited to, actions for defamation and invasion of privacy.
- Any person who uses information contained in or accessed through the service to threaten, intimidate, or harass any individual, including registrants or family members, or who otherwise misuses this information, may be subject to criminal prosecution or civil liability under federal and state law.
- By using this service, you waive any and all rights that you may have against KnowPEDs LLC, its employees, agents, or contractors arising out of your use of and/or reliance on this service or the data provided thereby.
- KnowPEDs LLC can locate offenders of all types. To determine the offender type, the user must read the offender profile and evaluate the information returned to KnowPEDs LLC from the specified state.
- Intellectual Property Indemnification. KnowPEDs LLC, will defend, at its own expense, any claim, suit, or proceeding brought against you, to the extent that the proceeding is based upon a claim that KnowPEDs LLC’s use of the service in the United States pursuant to this agreement infringes upon any patent, copyright, or trade secret of a third party.
You agree that you will promptly notify KnowPEDs LLC in writing of any such claim or action. You will also give KnowPEDs LLC full information and assistance in connection with the claim or action. KnowPEDs LLC will have the sole right to control the defense of, and to settle or compromise, any such claim or action. If you comply with the provisions given here, KnowPEDs LLC will pay all damages, costs, and expenses awarded to third parties against you in such action. If the service is, or in the opinion of KnowPEDs LLC, might be held to infringe as set forth above, KnowPEDs LLC may, at its option, replace or modify the service to avoid infringement, or procure the right for you to continue to use the service. If neither alternative is, in the opinion of KnowPEDs LLC, commercially reasonable, KnowPEDs LLC’s license to use the service will terminate. KnowPEDs LLC’s sole liability, in addition to its obligation to pay awarded damages, costs, and expenses as set forth above, will be to refund the prorated license fees that you paid to KnowPEDs LLC under this agreement.
KnowPEDs LLC will have no liability for any claim of infringement arising as a result of (a) KnowPEDs LLC’s use of the service in combination with any items not supplied by KnowPEDs LLC; (b) any modification of the service at KnowPEDs LLC’s request; (c) use of other than the latest revision of the service if use of the latest revision would avoid the infringement; or (d) use outside the scope of the granted licenses.
The foregoing states KnowPEDs LLC’s entire liability concerning infringement of intellectual property rights, including but not limited to, patent, copyright, and trade secret rights.
- Limitation of Liability. UNDER NO CIRCUMSTANCES WILL KNOWPEDS LLC BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST OR DEGRADED DATA, INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE PRODUCTS, OR FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, ARISING OUT OF THE USE OF (OR INABILITY TO USE) THE SERVICE OR THE PROVISION OF SERVICES HEREUNDER, EVEN IF KNOWPEDS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Except as set forth in Section 9, KnowPEDs LLC’s liability to you will in no event, whether in contract, tort (including negligence) or otherwise, exceed the fees you actually paid to KnowPEDs LLC, pursuant to this agreement.
- Equitable Remedies. You agree that a material breach of this agreement adversely affecting KnowPEDs LLC’s proprietary rights in the service or other confidential materials provided hereunder would cause irreparable injury to KnowPEDs LLC. Monetary damages would not be an adequate remedy and, therefore, KnowPEDs LLC will be entitled to equitable relief (e.g., injunction) in addition to any remedies that it may have hereunder or at law.
- Assignment. You may not assign this agreement or any of the rights granted hereunder without the prior written approval of KnowPEDs LLC.
- Notices. All notices under this agreement will be in writing, will reference this agreement, and will be deemed given: (1) when delivered personally; (2) when sent by confirmed facsimile transmission; (3) five days after having been sent by registered or certified mail, return receipt requested; or (4) one day after deposit with a commercial overnight carrier, with written verification of receipt.
- Waiver/Severability. Failure by either KnowPEDs LLC or you to enforce any provision of this agreement will not be deemed a waiver of future enforcement of that or any other provision. Similarly, the provision of any accommodation exceeding the requirements of this agreement will not constitute a waiver of any provision hereof, nor will it be construed to establish a course of dealing contrary to the express terms hereof. If any provision of this agreement will be adjudged by a court of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect.
- Resolution of Disputes/Jurisdiction. In the event of any dispute arising out of or relating to this agreement, we will attempt in good faith to resolve such dispute through informal means, including timely escalation of the dispute to senior management having full settlement authority. If the dispute is not resolved as a result of these efforts, the parties agree that any litigation will be brought in a court of competent jurisdiction sitting in Fairfax County, Virginia. The parties further agree that this agreement and the interpretation thereof will be governed by the laws of the Commonwealth of Virginia. The prevailing party in any litigation will be entitled to an award of all costs, fees, and reasonable expenses, including attorneys’ fees, incurred as a result of the litigation or any action to enforce the arbitration award. Punitive damages may not be awarded in connection with any arbitration proceeding arising out of or relating to this agreement.
- Force Majeure. Neither party to this agreement will be liable for non-performance to the extent that such non-performance is caused by events or conditions beyond that party’s control, provided such party promptly notifies the other thereof and makes reasonable efforts to perform.
- Complete Agreement. This agreement, including all attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and it will supersede any and all conflicting provisions of any order documents between the parties (including, but not limited to, any prior versions of the Terms of Service). This agreement may be modified, amended, or waived only by a written instrument signed by duly authorized representatives of both parties.
- Digital Millennium Copyright Act
(A) If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- KnowPEDs LLC’s designated Copyright Agent to receive notifications of claimed infringement is Robert R. Gillispie, The Gillispie Law Firm, P.C., 161 Fort Evans Road, NE, Suite 235, Leesburg, VA 20176; email: copyright@KnowPEDs.com;
For clarity, only DMCA notices should go to the Copyright Agent. Any other feedback, comments, requests for technical support, and other communications should be directed to KnowPEDs LLC customer service. You acknowledge that if you fail to comply with all of the requirements of this Section 18, your DMCA notice may not be valid.
(B) Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent:
- KnowPEDs LLC’s physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
- KnowPEDs LLC’s name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- If the Copyright Agent receives a counter-notice, KnowPEDs LLC may send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at the sole discretion of KnowPEDs LLC.
(A) Technical support is only provided to authorized users with paying subscriptions. It is also only available through email correspondence.
(B) You acknowledge and agree that KnowPEDs LLC, may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the service.
(C) You acknowledge and agree that the technical processing and transmission of data associated with the service may be transmitted unencrypted and may involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.