Effective Date: February 19, 2024

These capitalized terms referenced and used throughout (and not otherwise defined in) Knowledge Transfer LLC’s Terms shall have the following meanings:

1. “Acceptable use Policy” or “AUP” means Knowledge Transfer LLC’s Acceptable Use Policy.

2. “Affiliate” means any Entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means at least 50% ownership or power to direct an Entity’s management.

3. “Applicable Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, and the exportation of technical or personal data.

4. “Authorized Users” means an Entity’s employees, consultants, contractors, and agents i) who are authorized by the Entity to access the Account and use RadiansERP under the rights granted to the Entity pursuant to the Customer Terms or an MSA; and ii) for whom access to RadiansERP has been subscribed to thereunder. Authorized Users may include employees, consultants, contractors and agents of Customer or its Affiliates.

5. “Knowledge Transfer LLC,” "we,” “our,” or “us,” means Knowledge Transfer LLC and its Affiliates.

6.“Knowledge Transfer LLC IP” means our code, our Modules, our workflows, our automations, copyrights, patents, service marks or trademarks in the form of words, graphics, and logos, the Website(s), RadiansERP, Documentation, Usage Information, Feedback, API, any and all related or and any modifications or derivative works of the foregoing including Intellectual Property as further defined in our MSA.

7. “Confidential Information” means information disclosed by or on behalf of one party (“Discloser”) to the other party (“Recipient”) under these Customer Terms, in any form, concerning the Discloser’s business, including its operations, strategies, financial information, products, services, and customer information, which (a) Discloser identifies to Recipient as “confidential” or “proprietary”, either in writing or verbally or (b) should be reasonably understood as confidential or proprietary due to its nature or the circumstances of its disclosure.

8. “Customer” means either i) an individual with a registered Knowledge Transfer LLC Account; or ii) an Entity that has purchased a Knowledge Transfer LLC paid subscription for its Authorized Users to access and use RadiansERP with a registered Account through the Entity domain.

9. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, or posted by or on behalf of Customer, an Authorized User, or their Invitees through RadiansERP. Explicitly, Customer retains all Intellectual Property Rights in Customer Data.

10. "Customer Terms,” “TOS” or “Customer Terms and Conditions” means the Knowledge Transfer LLC Customer Terms.

11. “Data Processing Addendum” or (“DPA”) means the Data Processing Addendum.

12. "Definitions” means this Knowledge Transfer LLC Definitions page.

13. “Documentation” means information, policies and specifications related to RadiansERP created by or on behalf of Knowledge Transfer LLC made available on Knowledge Transfer LLC’s Websites or generally by Knowledge Transfer LLC in any format which includes but is not limited to e-learning, user guides or manuals, user materials, service descriptions, help articles, RadiansERP Support sessions, or other end user documentation for RadiansERP, including any derivatives.

14. “Entity” means a company or organization which has an Account and purchased a subscription to RadiansERP for use with email domains it owns, controls or manages, or has authority to bind to Customer Terms or an MSA and be responsible for individuals using such email domain(s) with RadiansERP.

15. “Feedback” means any comments or suggestions submitted by Customer or an Affiliate, Visitor, Invitee or any other person accessing RadiansERP or our Websites, including suggestions for improving or enhancing RadiansERP, votes on suggestions, or submissions of any other information relating to the features, functionality, or operation of RadiansERP or our Websites.

16. “Fees” means the subscription and other costs associated with Customer’s use of RadiansERP payable to Knowledge Transfer LLC in the amounts specified in an applicable Order Form, invoice(s), or as further described in the Subscription Terms section of the MSA.

17. "Free Account” means a Knowledge Transfer LLC subscription account provided free of charge, created by you, acting as a Customer, in accordance with Section 3 of the Customer Terms

18. “Invitee” means any third-party individual, including but not limited to clients, customers, vendors, partners, recruits, prospects, or candidates, who have a working relationship with Customer or its Authorized User and are invited and granted Account access to RadiansERP via Customer.

19. "Invitee Terms” means the Knowledge Transfer LLC Invitee Terms and Conditions.

20. "Initial Subscription Term" means the first Subscription Term period that Customer is provided access by Knowledge Transfer LLC to utilize RadiansERP with a Free Account or Paid Account.

21. “Intellectual Property Right(s)” means all registered or unregistered intellectual property rights throughout the world, including rights in code, patents, copyrights, trademarks, trade secrets, designs, databases, domain names, goodwill and moral rights.

22. “Master Service Agreement” or “MSA” means a current, valid, and executed Contractors Business Platform-as-a-Service Agreement between Knowledge Transfer LLC and an Entity for the provision of RadiansERP. Explicitly, if you have an MSA with Knowledge Transfer LLC, the terms of that MSA apply to your subscription and use of RadiansERP.

23. “Order Form” means any ordering document, pricing proposal, or similar document which identifies the applicable RadiansERP subscription plan purchased by Customer under the applicable Customer Terms and MSA and identifies the relevant Fees.

24. “Plan Tier”or “Plan” means the Knowledge Transfer LLC subscription account applicable to RadiansERP as per the Order Form that details the features and functions subscribed to, or as set forth in the Subscription Term section of the MSA and invoices.

25. “Paid Account” means a Knowledge Transfer LLC paid subscription account subject to Fees owed by you to Knowledge Transfer LLC, created by you, acting as a Customer, in accordance with Section 3 of the Customer Terms and/or MSA.

26. “Privacy Notice” means Knowledge Transfer LLC’s Privacy Notice.

27. “Renewal Subscription Term” means any successive Subscription Term periods following the Initial Subscription Term where a Customer is provided access by Knowledge Transfer LLC to access RadiansERP under a Paid Account.

28. “Services”and “RadiansERP” respectively means all of Knowledge Transfer LLC’s websites, modules and applications (including, but not limited to, mobile and cloud applications), tools, platforms, and services offered by Knowledge Transfer LLC, including, but not limited to, its automations, but excluding Third Party Applications.

29. “Subscription Term” means the Knowledge Transfer LLC RadiansERP subscription period as per the Subscription Term section of the MSA or the Order Form together with all Renewal Terms.

30. “Terms” means the various terms, conditions and policies that can be found on our Definitions and User Types pages and which apply to your access and use of RadiansERP and visitation to our Websites, as applicable depending on the type of user you are and described on each page.

31. “Third Party Application” or “TPA” means any web-based, mobile, offline or other software functionality or platform, owned or provided by Customer or a third-party provider, that interoperates with and are accessible through, within, or in conjunction with RadiansERP.

32. “Usage Information” means data and information related to Customer's use of RadiansERP that is generated by Knowledge Transfer LLC in an aggregated and de-identified manner that is unable to be reidentified, including to compile statistical and performance information related to the provision and operation of RadiansERP. Explicitly, Knowledge Transfer LLC retains all Intellectual Property Rights in Usage Information.

33. “User” or “Users” means a person or Entity with any level of access to RadiansERP, regardless if they are a Customer, Visitor, Invitee, Entity, or Authorized Users of a Customer.

34. “Visitor” means a person or Entity simply browsing the Knowledge Transfer LLC or RadiansERP  Websites that does not have a registered Knowledge Transfer LLC account, nor are they accessing RadiansERP by a Knowledge Transfer LLC Customer.

35. “Website” means the and/or website(s) or any other proprietary website owned by Knowledge Transfer LLC or that Knowledge Transfer LLC has the authority to manage and control.