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Please review the following terms and indicate your agreement below.
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THIS AGREEMENT is made on this day BETWEEN:- (1) Knowledge Director Pte Ltd of One Raffles Place #18-01 OUB Centre, Singapore 048616 (hereinafter referred to as the "Licensor" and/or "Disclosing Party"); and (2) The abovenamed party (as indicated in the Trial Account Request Form) (hereinafter referred to as "Licensee" and/or The "Receiving Party"). WHEREAS:- 1. LICENSE GRANT Subject to the terms and conditions of this Agreement, Knowledge Director grant The Licensee a revocable, limited license, to pptnLIVE™ trial version for a certain duration or period. (a) The Licensee is only allowed to use pptnLIVE™ trial version solely for evaluation purposes. (b) The Licensee is NOT allowed to use pptnLIVE™ trial version to develop any content and/or presentation materials for either commercial or non/commercial purposes without prior written permission from Knowledge Director. (c) All sample content created by the Licensee during the trial period remains the property of the Licensor. 2. LICENSE CONDITIONS (a) This agreement shall commence at on the issue of the trial account to pptnLIVE™, or once a representative or agent of the Licensee has signed this agreement, without regard to whether the version installed is a trial version, beta version, or other version. The Licensor, or its successors, reserves the right to terminate this license agreement should the agreement be contravened, in any manner, at any time. (b) You may NOT rent, sell, lease, sublicense, distribute, assign, copy, or in any way transfer or use pptnLIVE™ or the final content output developed using pptnLIVE™ for the benefit of any third party through any outsourcing or time- sharing arrangement or through the operation of any service bureau. (c) You may not attempt to install pptnLIVE™ on any other computer terminal/server terminal other then the one (1) designated computer/server terminal without written permission from Knowledge Director. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover pptnLIVE™ or attempt to do so for any reason. Further, you may not access, create or modify the source code of the pptnLIVE™ in any way. You do not have the right to and may not create derivative works of pptnLIVE™. All modifications or enhancements to pptnLIVE™ remain the sole property of Licensor. You understand that we, in our sole discretion, may modify or discontinue or suspend your right to use the Software at any time, and we may at any time disable/ uninstall pptnLIVE™ or any of its component features. 3. OWNERSHIP You acknowledge and agree that pptnLIVE™ is only temporarily licensed, not sold to you by Licensor. You acknowledge that the Software, including all code, content, protocols, software, and documentation provided to you by Licensor in conjunction with pptnLIVE™ are Knowledge Director's property or the property of Licensor's licensors, and are protected by Singapore. and international copyright, trademarks, patents and other proprietary rights and laws relating to Intellectual Property Rights. "Intellectual Property Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral or similar rights. You may not delete, alter, or remove any copyright, trademark, or other proprietary rights notice we have placed on pptnLIVE™. All rights not expressly granted hereunder are expressly reserved to Licensor and its successors. IT IS HEREBY AGREED between the parties as follows:- 1. CONFIDENTIAL INFORMATION 1.1 The term "Confidential Information" for the purpose of this Agreement shall mean:- (a) any and all information disclosed, furnished or communicated by way of know-how relating to discoveries, instructions, ideas, inventions, concepts, software, equipment, designs, drawings, specifications, techniques, processes, systems, models, data, source code, object code, documentation, diagrams, flow charts, research, development, business plans or opportunities, business strategies, marketing plans or opportunities, future projects or products, projects or products under consideration, procedures, and information relating to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether before, on or after regardless of form (if in writing, machine readable form, text, drawings, photographs, graphics, designs, plans or any other form whatsoever to be marked by an appropriate stamp or legend as being Confidential or if disclosed orally, to be stated at the time of disclosure as being Confidential, reduced into writing and delivered to the Receiving Party within thirty days of disclosure) by or on behalf of the Disclosing Party to the Receiving Party through the Receiving Party's directors, officers, employees, representatives, or agents (collectively referred to as "Representatives") in connection with the Project whether before on or after the date of this Agreement.; (b) any copy of the foregoing; and (c) the fact that discussions are taking place between the Parties. 1.2 Notwithstanding any other provision of this Agreement, the parties hereto acknowledge that Confidential Information shall not include any information that: a) is or becomes publicly available without breach of this Agreement; b) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party as evidenced by written records; c) a party hereto lawfully receives without any obligation of confidentiality from a third party; and d) is required to be disclosed by law. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 In consideration of the disclosure and release of the Confidential Information by or on behalf of the Disclosing Party to the Receiving Party, the Receiving Party hereby agrees to hold and keep in strictest confidence any and all such Confidential Information. 2.2 The Receiving Party undertakes that its Representatives shall make use of the Confidential Information solely for the purpose of the Project. 2.3 The Receiving Party shall take all steps and measures to minimise the risk of disclosure of the Confidential Information by ensuring that only such Representatives who are directly involved in the Project and whose duties require them to possess the Confidential Information shall have access to the Confidential Information on a need-to-know basis. The Receiving Party shall provide such Representatives with a copy of this Agreement and the Receiving Party shall cause such Representatives to be bound by the terms hereof to the same extent as if they were parties hereto. In any event, the Receiving Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives and shall take all measures (including but not limited to court proceedings) to restrain such Representatives from prohibited or unauthorised disclosure or use of the Confidential Information. 2.4 The Receiving Party shall ensure that the Confidential Information will not be copied or reproduced in any form whatsoever by the Receiving Party, its Representatives or any other third parties without the express written permission of the Disclosing Party. The Receiving Party agrees and acknowledges that the property and copyright in the Confidential Information disclosed to it belongs to the Disclosing Party. 2.5 The Receiving Party shall also ensure the security and control of any Confidential Information which is in documentary or other tangible or intangible form by physically restricting the location and use of such Confidential Information to areas of restricted access in the Receiving Party's premises and by secretly storing such Confidential Information in a manner which does not permit unauthorised access. 2.6 The Receiving Party hereby agrees that it shall forthwith return to the Disclosing Party any or all such Confidential Information upon request by the Disclosing Party at any time. 2.7 The Receiving Party shall not and shall procure that none of its Representatives shall, publish any news releases or make any announcements or denial or confirmation in any medium concerning all or any part of the Project, including without limitation, the existence of this Agreement without the express written permission of the Disclosing Party. 3. PROPERTY OF THE PARTIES 3.1 All information, notes, analyses, compilations, studies, specifications, drawings or other documents produced, developed or compiled by the Receiving Party and/or its Representatives from the Confidential Information disclosed by the Disclosing Party ("the Derivatives") shall be deemed to be Confidential Information as provided in Clause 1 and the obligations in this Agreement in relation to Confidential Information shall apply to the Receiving Party in respect of the Derivatives. 3.2 Nothing in this Agreement shall be construed as granting the Receiving Party expressly or by implication during the duration of this Agreement or thereafter, any transfer, assignment, license on any other rights in respect of any license, patent, copyright or any other industrial or intellectual property right in force and belonging to the Disclosing Party which rights shall remain vested in and the absolute property of the Disclosing Party. No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement. 4. DISCLOSURE DUE TO COURT ORDER/GOVERNMENTAL ACTION In the event that the Receiving Party or any of its Representatives are obligated to disclose any Confidential Information as a result of a court order or pursuant to governmental action, the Receiving Party shall immediately inform the Disclosing Party so that the Disclosing Party is given an opportunity to object to such disclosure. Should any such objection by the Disclosing Party be unsuccessful, the Receiving Party or its Representative(s) so obligated to disclose Confidential Information may disclose only such Confidential Information to the extent required by the relevant court order or governmental action. 5. REPORTING UNAUTHORISED DISCLOSURE, MISAPPROPRIATION OR MISUSE OF CONFIDENTIAL INFORMATION The Receiving Party shall immediately advise the Disclosing Party of any unauthorised disclosure, misappropriation or misuse by any person of any Confidential Information, upon the Receiving Party having knowledge of the same. 6. DURATION OF AGREEMENT This Agreement shall be effective upon its execution, and shall, unless otherwise agreed between the parties in writing, continue for a period of 36 months from the date this Agreement is executed, provided that the obligations undertaken herein with respect to Confidential Information received prior to the termination of this Agreement shall survive and continue after any expiration or termination of this Agreement for a period of 5 years from the date of receipt of the Confidential Information. Upon termination of the Agreement, all materials and documents containing or embodying Confidential Information shall be either returned to the Disclosing Party or destroyed and all copies of Confidential Information shall be purged from the Licensee's electronic or magnetic media or storage devices. 7. REASONABLENESS OF PROVISIONS The parties agree and acknowledge that the Confidential Information constitutes valuable proprietary information and that the provisions of this Agreement are fair and reasonable to protect the interests of the Disclosing Party. If any of the clauses herein are held to be illegal or unenforceable, in whole or in part, such term or part shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected. 8. REMEDIES Nothing herein shall be construed as limiting any Party's rights to those expressly set out herein, to the exclusion of such other rights as may be available under common law or equity. Upon the breach of this Agreement, the aggrieved party reserves the right to seek any available form of legal or equitable relief, including, but without limitation, injunctive relief as a remedy for such breach. The parties recognise that damages may not be an adequate remedy at law for breach of this Agreement and the defaulting party shall not plead as a defence to an injunction action hereunder that the plaintiff would be adequately compensated by way of damages. 9. RIGHTS CUMULATIVE The rights and remedies of each of the Parties provided herein are cumulative and not exclusive of any rights and remedies provided by law to such Party. 10. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. 11. JURISDICTION The Licensee irrevocably submits to the non exclusive jurisdiction of the courts of the Republic of Singapore.
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