Terms and Conditions for Use of the Knoodl System

IMPORTANT - READ CAREFULLY: This is a legal agreement ("Agreement") between you (an individual and/or a single entity) and Revelytix, Inc., for itself and on behalf of its subsidiaries and affiliates (collectively, "Revelytix") stating the terms that govern your access to and use of Revelytix's Knoodl Software as a Service ("SaaS") web-based, ontology-editor, registry and repository located at http://www.knoodl.com (the "Site") and any additional or successor URL and all Licensed Content located on the Site together with the Semantic Technologies and Techniques, and any other features, content, or applications offered from time to time by Revelytix in connection with the Site (collectively, the "Knoodl System"). To use the Knoodl System you must be at least fourteen (14) years of age or older and you must accept and abide by the terms as presented to you. No change, addition or modification of any terms is acceptable. If you do not agree to all the terms as presented, you may not access, view or use the Knoodl System. By accessing or using the Knoodl System or by using any of its Intellectual Property, you automatically agree to be bound by these terms. However, if you wish to become a community member, communicate with other community members or otherwise make use of the Knoodl System you must read and accept the terms of this Agreement during the registration process.

Purpose and Scope. Revelytix has created the Knoodl System to facilitate your ability to establish communities of like-minded individuals through which community members may engage in collaborative, real-time discussions, create, store, and retrieve ontologies or take other action specific to the interests and needs of the community. The Site and Knoodl System is your one-stop shop for enabling communities to generate their own rules governing member participation and use of the subject matter of community discussions, content, uploaded material and postings ("Community Material"), such as whether public disclosure is permitted or confidentiality required, ownership and proprietary or open source licensing of Community Material. Users may store Community Material and use the Knoodl Systems repository of ontologies to research, review, compare and/or incorporate concepts or sub-concepts. Although you and your community are free to develop the rules governing participation in your specific community(ies), use of the Knoodl System by you and your fellow community members is governed by these terms and conditions.

Limited License. Revelytix grants you a license to use the Licensed Content (as defined below) for the limited and sole purpose of creating collaborative communities for creation and sharing of information, conduct research and use Revelytix's Semantic Technologies and Techniques to research ontologies, lexicons and data dictionaries. Revelytix's grant of a license to you pursuant to this Agreement is limited, nonexclusive, and nontransferable and may be revoked at any time with or without prior notice to you in Revelytix's sole discretion without liability to Revelytix. Your use of the Site, Knoodl System, Software, Licensed Content and/or Community Material must be in compliance with all laws. You may not use the Intellectual Property in any obscene or pornographic context or in any manner or context that might disparage, defame, or injure the reputation of Revelytix, its employees, officers or directors, its trademarks or Revelytix's products or business, or that could subject Revelytix to administrative, civil or criminal liability. You are responsible for your actions with respect to your use of the Site and Knoodl System and those of anyone with whom you share your Registration Information or password, whether or not authorized by you. Any use by any such parties shall constitute use by you. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY REVELYTIX.

Public Access/Privacy. The Knoodl System is public; your use unrestricted. Access to your specific community(ies) is unrestricted and all information disclosed in the establishment and within the community is public and unsecure at this time. There should be no expectation of security or privacy of any information you provide through the Knoodl System at this time. Revelytix and companies providing services to or on behalf of Revelytix may use various technologies, such as cookies and web beacons to collect information discernable as a result of your use of the Knoodl System for various purposes including advertising various goods and services that may be of interest to you. These companies may contact you directly with sample or personalized offers and information or to ask for feedback. Revelytix may combine information collected about you with information obtained directly or through their affiliated companies, business partners or other companies and may use any information gained through the Knoodl System for any legal purpose, including without limitation, for purposes of developing, using and making available to third parties (at no charge or for a fee) aggregated information regarding trends, products, security/privacy patterns and research, internal record keeping and reporting, measuring and reporting learning, performance and other statistical information concerning any aspect of the Knoodl System. If Revelytix were to merge with or be acquired by another company or if it were to cease operations, your information may be transferred to the surviving or acquiring company without further liability.

You cannot "opt-out" of receiving such communications and still be an active user of the Knoodl System at this time. However, should you wish to update your information, or be removed from Revelytix? database or to prevent further use of your personal information in the future, please contact privacy@revelytix.com. Please understand that Revelytix has no control over third parties acquiring your information through the Knoodl System and therefore de-registration from the Knoodl System will not necessarily result in a cessation of communications from these other entities. You may need to advise each entity of your desire to no longer receive communications and request that your information be expunged from its database records.

By accessing and using the Knoodl System, you agree that any information you provide may be disclosed as described above or as may be modified from time to time. This section survives termination of the Agreement.

Security. Future versions of the Knoodl System will include a methodology for community-based restricted access including registration and protection of assigned passwords or other identifiers and this Section entitled Security applies to use of the Knoodl System after security functionality is enabled. You agree to provide accurate, current, and complete information to register with the Knoodl System and at other points as may be required by Revelytix and/or your community's governing rules in the course of using the Knoodl System ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Revelytix may terminate your access to your community(ies) and any or all of the Knoodl System, if you provide false, inaccurate or incomplete Registration Data. To use the Knoodl System, you will have to receive or establish an account ("Account"). You agree to maintain the confidentiality and security of your Account. You agree not reveal your Account name and password to any third party. You are entirely responsible for all activities that occur on or through your Account and within your community(ies). You agree to notify Revelytix immediately of any actual or suspected unauthorized or improper use of your Account, your community(ies) and/or the Knoodl System and/or if you become aware that their security has been comprised in any way. Registration Data may be shared among the companies comprising the Revelytix family and its successors, with businesses that provide services to Revelytix, as necessary for fraud detection/credit risk reduction, with law enforcement as necessary and/or to protect the rights, property or safety of Revelytix, its customers, suppliers and users of the Knoodl System.

Community Rules. You and your fellow community members are free to establish rules governing participation in your specific community(ies) and the status of information disclosed within the community. For example, when the Knoodl System enables its contemplated privatization functionality, the community-established rules governing participation in your community may restrict access to permitted participants, may address such issues as confidentiality and ownership of information disclosed within the community. Rules may not violate any laws, rules, regulations or be inconsistent with these Terms and Conditions of Use. Community rules, including links to applicable open source or other free license terms, must be prominently displayed and available to prospective and existing community members to review and accept prior to joining the community as well as from time to time. If community rules permit community members to retain ownership of portions of Community Material disclosed by individual members within the community, or if the material is "open source," the community rules must specify the open source or other free license terms governing each community member's use of Community Material applicable to its particular community. Each community is solely responsible for the creation, display, applicability, modification and/or posting of community rules and ensuring compliance of each community member. Revelytix has no role in the creation, display or enforcement of community rules and disclaims all responsibility, obligation or liability of any sort or nature with respect to community rules.

Fees. Revelytix is not charging for your use of the Site and/or Knoodl System at this time. However, should it choose to do so in the future, it will post a notice on the Site thirty (30) days prior to implementing the fee. Your use of the Knoodl System after the expiration of the 30-day period constitutes our acceptance of and agreement to pay all fees for your continued use of the Knoodl System. Revelytix may suspend or terminate your access to the Knoodl System for failure to pay any fees as and when due. Fees are not refundable.

User Conduct. Vandalism, obscene or abusive language, harassment, threats, or abuse of any nature or form on the Knoodl System, including via e-mail, post or other transmission is strictly prohibited. Impersonation of others or misrepresenting your affiliation with Revelytix or another is prohibited. You may not upload to, distribute or otherwise publish through the Knoodl System any material that is defamatory, vulgar, obscene, threatening, libelous, invasive of another's copyright, privacy or publicity rights, hateful, racially or ethnically objectionable or which may constitute or encourage a criminal offense, violate any law or another's rights or otherwise give rise to liability. Although Revelytix will not be and has no obligation to monitor the Community Material, it has the right not to post or publish Licensed Content and/or Community Material, and to delete, remove or edit any Licensed Content and/or Community Material at any time in its sole discretion without notice or liability. You agree that Revelytix shall not be liable to you or to any third party for any such action. You agree not to forge headers or otherwise manipulate identifiers to disguise the origin of anything transmitted through or identity of any user of the Knoodl System, disclose proprietary or confidential information without permission or otherwise infringe another's patent, trademark, trade secret, copyright or other proprietary right ("Rights"). You may not upload commercial material to the Knoodl System or use the Knoodl System for solicitation, advertisement or promotional purposes. Any attempt to interfere with or disrupt the Knoodl System, its servers, networks, Software, equipment or databases connected to the Knoodl System, whether via malicious code, files or other means, or attempts to disassemble, reverse engineer or decompile any Software, circumvent security features such as passwords, or take any action that compromises the privacy or security of the Knoodl System, users or other visitors is strictly prohibited. You are responsible for your Communications and your activities on the Knoodl System. Under no circumstances is or will Revelytix be liable in any way for any Communications, your or another's use of the Knoodl System, including the Semantic Technologies and Techniques, including but not limited to any errors or omissions or for loss or damage of any kind incurred as a result of your use of the Knoodl System.

Proprietary Rights. Revelytix does not claim any ownership rights in the Community Material that you post to the Knoodl System. You (and/or any of your community members) continue to retain your ownership rights in Community Material regardless of the fact that it is posted to the Knoodl System, however, you hereby grant to Revelytix a royalty-free, worldwide limited license to use, modify, publicly perform, publicly display, reproduce and distribute Community Material on and through the Knoodl System. Everything you see or read on the Site (other than Community Material), including the collection, compilation, assembly and arrangement of material on the Site and in the Knoodl System, is protected by all United States and international copyright laws, and may not be used except as provided in these Terms and Conditions of Use without Revelytix's express written permission. The Site and any software used in connection with the Site, including Revelytix's ontology-driven information software tool application branded as MatchIT, its family of semantic Wiki applications and frameworks, its Semantic Technologies and Techniques and all components, modules, versions, releases, updates, enhancements and modifications thereto (collectively, "Software"), the collection, compilation, assembly and arrangement of material on the Site, all images, photography, graphics, artwork, text, and other information and material contained on the Site, regardless of source, all Marks and other intellectual property relating thereto and all information and data collected through the Site (all of which are included in and referred to as the "Licensed Content"), is owned by Revelytix or its suppliers or partners and contains proprietary and confidential information that is protected by all applicable intellectual property and other laws. All trademarks, logos, trade names, trade dress, product and service marks, page headers, button icons and scripts, individually or combined with one another (collectively the "Marks") and whether or not registered, are proprietary to Revelytix or other third party owners who have granted Revelytix the right and license to use their respective marks ("Third Party Marks"). You may not use or display the Marks or Third Party Marks in any manner without the prior written consent of Revelytix or the respective third party owner. This includes use in or as meta tags or any other "hidden text." You recognize and acknowledge that your provision to Revelytix of suggestions, ideas, images, sounds, enhancements, data or other material to Revelytix is done on a non-confidential basis without expectation of compensation or attribution of any sort. Revelytix may use any such material in any manner for any reason without your consent or obligation to account to you in any way and in such event, Revelytix shall be the sole and exclusive owner. You agree to assign and do hereby assign to Revelytix all your right, title and interest in and to all such suggestions, ideas or other material. Should Revelytix be unable to obtain your assignment, you hereby appoint Revelytix as your attorney-in-fact for the purpose of assigning your rights to such material to Revelytix. You further agree that all goodwill in Licensed Content shall inure solely to the benefit of Revelytix. This section shall survive termination of this Agreement.

Links/No Endorsements. This Site may contain links to other internet websites or resources, including advertisements, promotions or sponsorships on the Site. When you link to those sites, you leave this Site. Revelytix has no control over such sites, their content and resources or the business practices or policies of operators of such sites. Revelytix's privacy terms do not apply to the operators of any linked sites. Therefore, please use caution and review the privacy policies of any sites that you visit to learn more about their information-gathering practices and privacy policies. Revelytix expressly disclaims all responsibility or liability for the use of any information about you gained by the operators of third party sites as a result of your use of the site, availability or accuracy of any third party sites or resources or the content thereon, does not endorse and is not responsible or liable for any advertising, products or other materials on or available from such sites or resources. The inclusion of any link on the Site does not imply that Revelytix endorses the linked site. Your use of the links is at your own risk. You further acknowledge and agree that Revelytix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any research, information, goods, services or materials available on or through any such link, site or resource. You may not use the Licensed Content or Knoodl System in any way that states or implies, directly or indirectly, Revelytix sponsorship, endorsement or approval of you, your business, your products or services. This section survives termination of this Agreement.

Modification/Termination. Sites of this nature, the services provided and their use by users, by necessity, evolve. From time to time Revelytix may change the Site, Knoodl System, Licensed Content or the services offered through the Site, including suspension or termination of the Site and/or Knoodl System. Revelytix, in its sole discretion, may suspend or terminate your access or use for any reason, but especially if Revelytix believes that you are under the age of fourteen (14) years or that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Revelytix may also in its sole discretion and at any time discontinue providing the Site, Knoodl System, or any part thereof, with or without notice. You agree that any suspension or termination may be effected without prior notice, and acknowledge and agree that Revelytix may immediately bar further access to the Knoodl System. Revelytix shall not be liable to you or any third party for any suspension or termination of your access to or use of the Knoodl System. Revelytix may, at any time and from time to time, update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Site, Knoodl System or the Licensed Content. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Site, Knoodl System or the Licensed Content following the imposition of any Additional Terms will constitute your acceptance of any and all such Additional Terms. The disclaimer contained in this section survives termination of the Agreement.

Indemnification. You agree to indemnify, defend, release and hold Revelytix, its officers, directors, suppliers, service providers, co-branders or other partners, agents and employees, harmless from all claims, demand, damages, fees and costs of any nature, including reasonable fees of attorneys? and other professionals, due to or arising out of anything you submit or transmit through the Site, your use of the Site, your connection to the Site, your violation of these Terms of Use or your violation of any Rights. In the event you provide information that is untrue, inaccurate, fraudulent, or out of date, you agree to indemnify Revelytix for and hold it harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) it may incur, including but not limited to loss of business profits, taxes, penalties or sanctions, interest, fees, costs and expenses of any nature arising from or related to any claim, demand, action or proceeding alleged or initiated against Revelytix by any third party based upon the information you provide or your use of the Site or Knoodl System. The indemnification provided in this section survives termination of the Agreement.

DISCLAIMER OF ALL WARRANTIES/LIMITATION OF LIABILITY. REVELYTIX PROVIDES THE SITE, LICENSED CONTENT AND THE KNOODL SYSTEM "AS IS" AND "AS AVAILABLE." THE ENTIRE RISK AS TO AVAILABILITY, SECURITY, QUALITY, PERFORMANCE, ACCURACY AND SUPPORT IS WITH YOU. REVELYTIX MAKES NO WARRANTY (i) THAT THE SITE, LICENSED CONTENT AND/OR KNOODL SYSTEM WILL MEET YOUR REQUIREMENTS, (ii) THAT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR ERROR-FREE, (iii) THAT RESULTS OBTAINED FROM YOUR USE WILL BE ACCURATE OR RELIABLE, OR (v) THAT THE QUALITY OF AMUTHING PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR ANY LINKS WILL MEET YOUR EXPECTATIONS. ANY MATERIAL, INCLUDING COMMUNITY MATERIAL, DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REVELYTIX OR THROUGH OR FROM THE SITE, OR FROM ANY COMMUNITY OF WHICH YOU ARE A MEMBER SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE OR OTHERWISE APPLICABLE PURSUANT TO ANY OTHER AGREEMENT YOU MAY HAVE WITH REVELYTIX.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT REVELYTIX SHALL NOT BE LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF REVELYTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE, ACCURACY OF THE INFORMATION, PRODUCTS AND MATERIALS SHOWN OR AVAILABLE FROM THE SITE OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF THE SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVELYTIX DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, VIRUSES AND OTHER MALICIOUS CODE, NEGLIGENCE, MISREPRESENTATION, TITLE, ACCURACY, NON INFRINGEMENT AND NON-INTERFERENCE. IN ALL EVENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVELYTIX AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF DATA OR OTHER INFORMATION) ARISING OUT OF YOUR USE OF THE SITE, LICENSED CONTENT OR THE KNOODL SYSTEM EVEN IF REVELYTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF REVELYTIX AND/OR ITS LICENSORS OR SUPPLIERS IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU TO REVELYTIX FOR YOUR USE AS PERMITTED BY THIS AGREEMENT OR FIVE DOLLARS (US $5.00). YOUR LEGAL RIGHTS WITH REGARD TO THIS WARRANTY DISCLAIMER AND LIMITED LIABILITY MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE DISCLAIMERS SET FORTH ABOVE, YOU MUST BRING ANY CLAIM YOU MAY HAVE AGAINST REVELYTIX WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THE DISCLAIMERS AND LIABILITY LIMITS CONTAINED IN THIS AGREEMENT SHALL SURVIVE TERMINATION OF THE AGREEMENT.

Notices and Procedures for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Revelytix. Revelytix respects the intellectual property of others, and requires that its users and visitors to do the same. Revelytix will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Revelytix will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing. If you believe that your work has been copied in any way that constitutes copyright infringement, please provide all of the following information:

  1. a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
  2. a description of the copyrighted work that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site;
  4. your address, telephone number, and email address and all other information reasonably sufficient to permit Revelytix to contact you;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed copyright infringement should be directed to:

By mail: Revelytix, Incorporated
53 Loveton Circle
Suite 207
Sparks Glencoe, MD 21152
Attn: Webmaster
By fax: 443.212.5062
By Email: copyright@revelytix.com
(Please include "Notice of Infringement" in the subject line.)

General Information. This Agreement shall be governed by the laws of the State of Maryland without giving effect to principles of conflict of laws and you agree to submit to the personal and exclusive jurisdiction of the applicable federal or state court sitting in the city of Baltimore, State of Maryland. The foregoing notwithstanding, Revelytix may seek equitable relief, including injunction and specific performance, in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized transfer or disclosure, or infringement of the Intellectual Property. This Agreement contains the entire agreement between you and Revelytix concerning its subject matter, superseding any prior understanding or promise. Notices by Revelytix to you may be made by any method in Revelytix's sole discretion, including by posting them on the Site, through the Knoodl System, via e-mail, facsimile or mail. Your notices to Revelytix should be in writing and sent via certified mail, United States postage prepaid, return receipt requested, or prepaid commercial overnight or second day courier to:

Revelytix Incorporated
53 Loveton Circle
Suite 207
Sparks Glencoe, MD 21152
Attn: Legal Department

You acknowledge that this Agreement has been prepared and provided in English and the English version shall control with respect to any disputes arising out of this Agreement. These General provisions survive termination of the Agreement.