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End User License Agreement
This End-User License Agreement ("EULA") represents the legal agreement between either an individual or single entity ("User") and ProcessWorx LLC ("Licensor"), as it relates to the procurement and use of the following ProcessWorx software products ("Software"):
ProcessWorx Configuration Management Database (CMDB)TM
This EULA applies to the ProcessWorx Configuration Management Database (CMDB) (or "CMDB") and/or other related software media and components. The User agrees to be bound by the terms of this EULA by installing, copying, or using the software. If you do not agree to the terms of the agreement, you may refrain from purchasing, procuring, installing or otherwise using the Software. This Software is licensed and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. GRANT OF LICENSE. This EULA grants you a limited, non-exclusive, non-transferable license to install and use either (a) one copy of the Software on a single computer owned or controlled by you (b) or a distributed copy of the Software installed on a single network accessible device for use by multiple users, depending on the type of license procured by the User at the time of purchase (single user or network version). The information in all files accompanying the Software is provided "as is" without warranty of any kind. All warranties, either expressed or implied are specifically disclaimed. The Software is in use on a computer when it is loaded into temporary memory (RAM) or installed into permanent memory (hard disk, CD-ROM, or other storage device).
As an alternative to single computer use, you may install a copy of the Software on a network storage device, such as a server computer, and allow one access device, such as a personal computer, to access and use that licensed copy of the Software over a private network. You must obtain a license to the Software for each additional device that accesses and uses the Software installed on the network storage device
You may not use the Software on both a device hosting a remote desktop session and the access device at the same time, unless all users and/or devices are appropriately licensed. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only. ProcessWorx reserves all rights not expressly granted herein.
All Software and accompanying documentation is for use by the licensed User and their respective organization only and is not for use external use or reference including client engagements or consulting services. The User may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the Software and/or any of the Software components. You may not distribute the Software available through media provided by ProcessWorx and/or via internet-based services as part of any subsequent product or service. You may not copy or post any templates associated with the Software on any network computer or broadcast it by any means, including any type of media. You must indemnify and defend ProcessWorx against any claims or lawsuits, including attorneys' fees, that arise from or result from the licensing or distribution of the Software as modified by you.
2. COPYRIGHT. All rights, title, and copyrights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, text, and/or "applets" incorporated into the Software) and any copies of the Software are owned by the Licensor or their suppliers. The Software is protected by copyright, and trademark laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material, except that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) install the Software on a single computer, provided you keep the original solely for backup or archival purposes. You may not copy any printed materials accompanying the Software.
By accepting this license you acknowledge that the program is proprietary in nature, and that the program contains valuable confidential information, including data processing algorithms, innovations and concepts. You will not disclose to others or utilize such trade secrets or proprietary information. This obligation shall survive the termination of this Agreement.
3. OWNERSHIP. ProcessWorx is the owner of all right, title, and interest, including copyright, in and to the compilation of the Software program in electronic format, or recorded on disk(s) or CD-ROM “Software Media”. Copyright to the individual programs recorded on the Software Media is owned by the author or other authorized copyright owner of each program. Ownership of the Software and all proprietary rights relating thereto remain with ProcessWorx and any respective licensers.
4. RESERVATION OF RIGHTS AND OWNERSHIP. ProcessWorx reserves all rights not expressly granted to you within this EULA. The Software is protected by copyright and other intellectual property laws and treaties. ProcessWorx or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of ProcessWorx.
5. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
6. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services of or with the Software.
7. CONSENT TO USE OF DATA. You agree that ProcessWorx and its affiliates may collect and use technical information gathered as part of any product support services.
8. LINKS TO THIRD PARTY SITES. ProcessWorx is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. ProcessWorx may provide links and access to third-party sites and services to the User(s) only as a convenience, and the inclusion of any link or access does not imply an endorsement by ProcessWorx of the third-party site or service.
9. NOT FOR RESALE SOFTWARE. Software identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose including resale in packaged or electronic format, including resale or rental through merchandising or auction.
10. ACADEMIC EDITION SOFTWARE. To use Software identified as "Academic Edition" or "AE," you must be a "Qualified Educational User." For inquiries related to qualification and additional licensing terms and conditions, please contact ProcessWorx at support@processworx.com.
11. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
12. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more than one device.
13. SOFTWARE TRANSFER. The original User may transfer one or more licensed copies of the Software to a different device provided the User ensures the complete removal of the Software from the former device immediately following the transfer. Transfers may not be indirect, such as a consignment.
14. TERMINATION. Without prejudice to any other rights, ProcessWorx may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and any associated components.
15. LIMITED WARRANTY. NO IMPLIED WARRANTY (OR CONDITION) AS TO THE QUALITY OR PERFORMANCE OF THE SOFTWARE, INCLUDING ANY WARRANTY (OR CONDITION) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES IS GIVEN FOR THE SOFTWARE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. NO OTHER WARRANTY OR GUARANTEE GIVEN BY ANY PERSON, FIRM OR CORPORATION WITH RESPECT TO THE SOFTWARE OR DELIVERY OF THE SOFTWARE SHALL BIND THE LICENSORS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE.
NEITHER THE LICENSOR NOR ANY OTHER PERSON, FIRM OR CORPORATION IS RESPONSIBLE FOR LOSS OF REVENUE OR PROFITS, EXPENSE OR INCONVENIENCE, OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE, WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE, OR BY FAILURE TO CONFORM TO ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS.
YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT OBTAINED THROUGH PHYSICAL OR ELECTRONIC PROCUREMENT AND USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OR DOWNLOAD OF THE SOFTWARE.
16. SUPPORT, UPDATES & UPGRADES. The Licensors are not responsible for maintaining the Software or assisting any User or organization with the procurement, installation, maintenance or use of Software. Because the Software is provided "as is", no updates, customization services or support services are provided, required to be made available to you and/or the Software, unless a separate support and maintenance services agreement is established outside this EULA.
In the case that updates or upgrades are provided, this EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that ProcessWorx may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. ProcessWorx reserves the right to restrict, limit, or discontinue any and/or all support and/or any other services provided to you or made available to you through the use of, or related to, the Software and/or components.
To use Software identified as an upgrade, you must first be licensed for the software identified by ProcessWorx as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software. ProcessWorx reserves the right to prohibit or discontinue participation in product upgrades and may require additional licensing or fees for Software updates, upgrades and/or any associated activities.
17. EXCLUSIVE REMEDY. ProcessWorx and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at the ProcessWorx option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to ProcessWorx with a copy of your receipt. You will receive the remedy elected by ProcessWorx without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to ProcessWorx). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and ProcessWorx will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with the ProcessWorx warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by ProcessWorx are available without proof of purchase from an authorized international source. To exercise your remedy, contact: ProcessWorx, Attn: Product Information Center, 10437 Innovation Drive, Suite 314, Wauwatosa, WI 53226-4815.
18. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, ProcessWorx and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
19. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ProcessWorx OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ProcessWorx OR ANY SUPPLIER, AND EVEN IF PROCESSWORX OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. LIMITED LIABILITY. This Software is provided as is; in no event shall ProcessWorx or the author be liable for any damages whatsoever (including without limitation damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising from the use of or inability to use the Software and/or related components, even if ProcessWorx has been advised of the possibility of such damages. Licensors entire liability and your exclusive remedy under this license agreement shall not exceed one United States dollar (US $1).
21. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of ProcessWorx and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by ProcessWorx with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 16, 17 and 18) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
22. JURISDICTION. This Agreement is governed by the laws of the State of Wisconsin, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in Wisconsin, United States.
23. ENTIRE AGREEMENT SEVERABILITY. This EULA (including any subsequent addendum or amendment to this EULA included with the Software) is the entire agreement between you and ProcessWorx relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any ProcessWorx policies or programs conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
24. BINDING AGREEMENT. This agreement is binding on you, your successors and assigns.
25. ACKNOWLEDGEMENT. This Agreement constitutes the entire understanding of the parties and revokes and supersedes all prior agreements, oral or written, between them and may not be modified or amended except in a writing signed by both parties hereto that specifically refers to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith. If any one or more provisions contained in this Agreement are held by any court or tribunal to be invalid, illegal, or otherwise unenforceable, each and every other provision shall remain in full force and effect.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SIGNED BY AN OFFICER OF THE LICENSOR. An amendment or addendum to this EULA may accompany any Software products in electronic or hardcopy format. Should you have any questions concerning this EULA, or if you desire to contact ProcessWorx for any reason, please use the address information provided with the Software or contact ProcessWorx directly by email at support@processworx.com or via their website at http://www.processworx.com.
© Copyright 2005-2006 ProcessWorx LLC. All rights reserved. The material contained herein may not be reproduced, distributed, publicly performed or otherwise used, except with the prior express permission of the Licensor and/or as outlined in this Agreement. Any other trademarks referenced herein and/or within the Software are the properties of their respective owners. ProcessWorxTM, the IT Service Management ToolkitTM, ITSM ToolkitTM, ITSM ExcelleratorTM and ProcessWorx CMDBTM are trademarks of ProcessWorx LLC.
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