Theum Subscription Services Agreement

The Software named “Theum” (SOFTWARE) is the intellectual property of Theum AG (THEUM) and is protected by international copyright law.

The SOFTWARE is not sold. All components of SOFTWARE except for SOFTWARE knowledge bases (KBs) as described below are commercially licensed for use on a monthly subscription basis (SUBSCRIPTION SERVICES) by Coextant Systems GmbH (DISTRIBUTOR), the sole authorized global distributor for THEUM.

SOFTWARE includes in its meaning the original software (including all modules and components) and all whole or partial copies of it. The SOFTWARE consists of machine-readable instructions, its components, data, audio-visual content (such as images, text, recordings, or pictures), and related licensed materials, including documentation.

This Agreement includes: Part 1 - General Terms, and Part 2 – Software Information. These constitute the complete agreement regarding the use of SOFTWARE, which replaces any prior oral or written communications between you and any reseller from whom you purchased SUBSCRIPTION SERVICES.

Part 1 - General Terms

1. Right to Use

You are authorized to install and use the SOFTWARE for the duration of your SUBSCRIPTION SERVICES.

You may use the SOFTWARE to the extent described in this Agreement to support the level of use authorized by your SUBSCRIPTION SERVICES or Sales Agreement. You may copy SOFTWARE for backup purposes. You may not copy SOFTWARE for development and test needs.

If you acquire SOFTWARE as an upgrade, your authorization to use the version from which you upgraded, as well as any SUBSCRIPTION SERVICES agreements, warranties, and guaranties associated with that SOFTWARE, are terminated at the date and time the upgrade is installed.

You will ensure that anyone who uses the SOFTWARE does so only in compliance with the terms of this Agreement.

You may not 1) use, copy, modify, or distribute the SOFTWARE except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the SOFTWARE except as specifically permitted by law without the possibility of contractual waiver; 3) Replace or hide the “THEUM” logo displayed in KBs while search queries are being processed or override it in any way to display another logo or to display no logo; 4) replace, remove, or hide copyright notices that are delivered with SOFTWARE; 5) license, sublicense, rent, offer sub-subscriptions to, or lease any component of the SOFTWARE; 6) deliver KBs outside of your organization without their corresponding software license files; or 7) use SOFTWARE to provide services to or create/manage KBs for third-party legal entities or individuals at cost or for free.

On-premise installations of Theum Server may require an external internet connection to the Theum license management server.

SUBSCRIPTION SERVICES are not transferrable to a third party.

Your right to use SOFTWARE to contribute to and manage the HTML5-based content of KBs and their corresponding thematic indexes is controlled via a license key that expires when your SUBSCRIPTION SERVICES end. Upon termination of your SUBSCRIPTION SERVICES for any reason including expiration, your right to use SOFTWARE to manage the contents of KBs and your right to use thematic indexes created by SOFTWARE ends. You are required to uninstall all components of SOFTWARE and delete all thematic indexes within 30 days after your right to use ends.

The HTML5-based KBs created and managed by SOFTWARE are, however, governed by the Apache 2.0 license. Your right to distribute and use them is governed by this license and survives termination or expiration of your SUBSCRIPTION SERVICES.

Apache 2.0 License

2. Subscription Fees and Taxes

Fees for SUBSCRIPTION SERVICES are based on the extent of use of SOFTWARE. These are calculated based on the official subscription price in force at any given time. DISTRIBUTOR reserves the right to modify its software licensing approach, model, subscription plans, and costs at any time. If you wish to increase the extent of use, notify your reseller and pay any applicable fees. If you do not agree with changes DISTRIBUTOR makes to its software licensing approach, model, subscription plans, or costs, you may cancel your SUBSCRIPTION SERVICES per the cancelation rules that were in force when they began.

If any authority imposes a duty, tax, levy or fee, excluding those based on DISTRIBUTOR’s or THEUM's net income, or upon the SOFTWARE, SUBSCRIPTION SERVICES, or other services supplied by DISTRIBUTOR or your reseller under this Agreement, then you agree to pay that amount as specified, or supply exemption documentation.

3. Limited Warranty

DISTRIBUTOR warrants that when the SOFTWARE is used in the specified operating environment it will conform to its specifications in the Contributor, Administrator, and Developer user manuals and function as specified under normal use. Many supported document formats (e.g. Microsoft® Word) are “blank canvas” solutions that enable authors to document knowledge without regard to correctness of formatting, style, or structure. Although SOFTWARE has been designed to process most unstructured document input correctly, it cannot logically guarantee support for everything. DISTRIBUTOR therefore does not warrant uninterrupted or error-free operation of the SOFTWARE, nor does it guarantee to correct all SOFTWARE exceptions or defects that may be found. You are responsible for the results obtained from the use of the SOFTWARE and its fitness for your purpose. The warranty period for the SOFTWARE begins with your subscription and expires when its SOFTWARE support services are no longer available or upon the end of your subscription, whichever comes first. This date is defined in Part 2 of this Agreement.

During the warranty period, warranty service is provided by DISTRIBUTOR without charge for the unmodified portion of the SOFTWARE through Defect-Related Software Services. Defect-Related Software Services are available for at least twelve months following the general availability of the SOFTWARE version you have acquired via your subscription. Warranty does not cover functions that are not part of the SOFTWARE, but which you may have believed were part of the SOFTWARE. It is up to you to determine if the SOFTWARE provides the functions you require before you begin your subscription using a trial version of SOFTWARE.

To be eligible for Defect-Related Software Services, you must have subscribed to the SOFTWARE while Defect-Related Software Services (regardless of the remaining duration of the warranty period) were available for it. Remedies addressed by Defect-Related Software Services s may include and/or require the installation of software patches or upgrades to a newer release of SOFTWARE. If you are not in agreement with either, you may cancel your SUBSCRIPTION SERVICES with 30 day’s written notice. In this case there are no refunds or partial refunds for amounts paid to date.

THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, PRE-RELEASES, TRIALS, STARTERS, AND COMPONENTS GOVERNED BY THE APACHE 2.0 LICENSE, OR TO ELEMENTS CONVERTED BY SOFTWARE INTO OTHER FORMATS IF YOU HAVE ALTERED THE TARGET FORMAT THROUGH DIRECT MODIFICATION OR PROGRAMMATIC MEANS.

THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. DISTRIBUTOR PROVIDES THE SOFTWARE AND ACCESS TO ANY WEBSITES AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, PUBLIC LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OR WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. IN THE EVENT THAT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES IS DISALLOWED, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD.

4. Limitation of Liability

Circumstances may arise where, because of a default on DISTRIBUTOR’s part or other liability, you are entitled to recover damages from DISTRIBUTOR.

IN EACH SUCH INSTANCE, REGARDLESS OF THE BASIS ON WHICH YOU MAY BE ENTITLED TO CLAIM DAMAGES FROM DISTRIBUTOR, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM, DISTRIBUTOR IS LIABLE FOR NO MORE THAN 1) DAMAGES FOR BODILY INJURY (INCLUDING DEATH) AND (2) DAMAGE TO REAL PROPERTY AND TANGIBLE PERSONAL PROPERTY UP TO AMOUNT OF THE FEES PAID TO DATE FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM. DISTRIBUTOR’s AGGREGATE LIABILITY, AND THAT OF ITS AFFILIATES AND SUPPLIERS, IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE TO DATE, IF ANY. DISTRIBUTOR’s LIABILITY UNDER THIS ITEM IS LIMITED TO THE VIOLATION OF ESSENTIAL CONTRACTUAL TERMS IN CASES OF ORDINARY NEGLIGENCE.

DISTRIBUTOR WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING INJURY LOSS OF PROFIT OR OPPORTUNITY OR SAVINGS OR INTERRUPTION OF BUSINESS OR FAILURE TO MEET ANY DUTY OF CARE OR CLAIMS BY A THIRD PARTY), EVEN IF DISTRIBUTOR, AS WELL ITS AFFILIATES AND SUPPLIERS, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation of liability also applies to any developer of software supplied to DISTRIBUTOR. It is the maximum for which DISTRIBUTOR and its suppliers are collectively responsible.

This limitation of liability applies only to SOFTWARE. It does not apply to other services DISTRIBUTOR may provide to you.

5. General

Nothing in this Agreement affects any statutory rights that cannot be waived or limited by contract.

The provisions of Section 4 and Section 5 will survive the termination of SUBSCRIPTION SERVICES for three years, but this shall not imply or create a continued right to use the SOFTWARE after termination of SUBSCRIPTION SERVICES.

All terms not defined in this Agreement shall be governed by the Sales Agreement for SUBSCRIPTION SERVICES received from your reseller. Your sole legal relationship shall be with said reseller.

DISTRIBUTOR may terminate your SUBSCRIPTION SERVICES if it learns you have failed to comply with the terms of this Agreement or have ceased paying for SUBSCRIPTION SERVICES for more than 30 days. If DISTRIBUTOR does so, your authorization to use the SOFTWARE is also terminated without recourse, refund, or partial refund.

This Agreement is governed by the laws of Germany. It will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.

The parties agree that any claims brought against the other party will be resolved in a German court of law.

You agree to comply with the collected and applicable export laws and regulations of the European Union and Germany.

If any provisions of this agreement are unenforceable or invalid, such provisions shall be reduced in scope or modified within the spirit of the remainder of the agreement and accepted standards for such agreements, and then so enforced with the remainder of the agreement.

Neither you nor DISTRIBUTOR will bring a claim under this Agreement more than two years after the cause of action arose.

Neither you nor DISTRIBUTOR is responsible for failure to fulfill any obligations due to causes beyond its control.

Part 2 – Software Information

Software Name and Version: Theum 2.0.3

Defect-Related Software Services End Date: 15 March 2018

Global usage rights granted and administered exclusively by:

Theum AG
Schoenbergstrasse 45
73760 Ostfildern, Germany
Tel +49 711 45 1000 0
Fax +49 711 45 1000 20

In force since 27 February 2017