CMDB End User License Agreement (EULA)

This LIMITED SOFTWARE LICENSE AGREEMENT ("Agreement"), including all provisions herein, represents a legal Agreement between ProcessWorx LLC (“ProcessWorx”) and the licensing organization (Licensee) specific to the ProcessWorx CMDB software product (“Software”) and related content.

Important: Due to copyright and intellectual property issues, upon acceptance of this license and terms herein, Licensee and all users of this Software, any related components, including source code, understand that it is provided “as is.” No part of the Software may be returned for refund or reimbursement of any payment to ProcessWorx, in whole or in part, for any purpose or reason. However, in the case any software media or related component(s) are defective, ProcessWorx will provide replacement media within 30-days of purchase.

This License Agreement does not supersede any previous License Agreement(s), but is considered an addendum to such Agreement(s) whereas any additional information contained herein is valid and enforceable in addition to that of any previous Agreement(s).

ProcessWorx is not responsible for the provision of any software required for the development of subsequent works of this product; all such software is the responsibility of the Licensee and should be procured and licensed by the Licensee accordingly.

GRANT OF LICENSE. This Agreement grants the Licensee a limited, non-exclusive, non-transferable license to modify, change, remove or revise the underlying Software code (“Code”), for use and/or distribution within the Licensee’s organization. Licensee is responsible for all derivative works and any support activities related to the use of the Software within the Licensee’s organization. Provided all other terms and conditions are upheld within this Agreement, Licensee is specifically granted the non-exclusive right to (a) alter the Software Code for the purpose of creating derivative works of the Software, including the compilation (i.e. “compiling”) of subsequent Code, related data, component or information, for use within the Licensee’s organization, (b) make copies of the Software, Code and/or derivative works thereof, for distribution within the Licensee’s organization, and (c) install the Software and/or derivative works thereof on additional computing devices within the Licensee’s organization only, provided the Licensee bears full responsibility for the derivative work, and any maintenance and/or support of the Software, Software Code and/or derivative works thereof.

SOFTWARE PROVISIONS. All Software, Code and/or related information is provided "as is" at the time of purchase; ProcessWorx is not responsible for providing any updates to the Software, Code or related components subsequent to the initial procurement of the Software by the Licensee. All documentation that accompanies the Software is provided “as-is” and is for reference purposes only. The information in all files accompanying the Software is also provided "as is" without warranty of any kind. All warranties, either expressed or implied are specifically disclaimed.

SOFTWARE USE, INSTALLATION AND MAINTENANCE. The Software, or any derivative works thereof, 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). Licensee may install one or more copies of the Software and/or derivative works thereof, on one or more network storage device(s), such as server computer(s), and allow unlimited access to the device(s) from one or more client computing device(s), in order to access and use the original Software and/or derivative works. Any access to the Software is strictly limited to use by individuals within the Licensee’s organization and is not for external use or access by any third party.

Licensee may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the Software and/or any derivative works or components of the Software, including any commercial hosting services of or with the Software or any derivative works thereof. The Software, or derivative works thereof, 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. Licensee may not copy or post any part of the Software or derivative works thereof in any form accessible by individuals or third parties external to the Licensee’s organization.

LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall ProcessWorx or its suppliers be liable for any damages suffered by Licensee as a result of use or internal distribution of the Software, or derivative work thereof. In no event and under no circumstances will ProcessWorx or its suppliers be liable for any lost revenue, profit or data, or for direct, indirect, special, consequential, incidental or punitive damages or loss of goodwill, work stoppage, computer failure or malfunction, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or commercial damages or losses, however caused and regardless of the theory of liability, tort, contract, or otherwise, arising out of the use of, misuse of or inability to use the Software, or any derivative works thereof, even if ProcessWorx has been advised of the possibility of such damages. Any risk as to the quality and performance of the Software is borne by the Licensee. Should the Software prove defective, Licensee and not ProcessWorx assumes the entire cost of any related service and/or repair. Licensors entire liability and your exclusive remedy under this license agreement shall not exceed one United States dollar (US $1).

COPYRIGHT, TRADEMARKS AND LOGOS. This Agreement does not authorize the Licensee to use any ProcessWorx names, trademarks or logos. Licensee acknowledges that ProcessWorx retains ownership of the ProcessWorx name and all product-related trademarks, logos and/or icons. The Licensee agrees to avoid harmful or inconsistent use of the Software such that any ProcessWorx intellectual property and/or associated rights are infringed and assist ProcessWorx in protecting intellectual property and associated rights, trademarks, logos and/or icons.

By accepting this license you acknowledge that the program is proprietary in nature, and that the program contains valuable intellectual property, 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.

RESERVATION OF RIGHTS AND OWNERSHIP. ProcessWorx reserves all rights not expressly granted within this Agreement. 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 Agreement does not grant the Licensee any rights to trademarks or service marks of ProcessWorx.

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.

TERMINATION. Without prejudice to any other rights, ProcessWorx may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software and any associated components.

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 thereof 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, including any derivative works thereof, 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. Licensee is solely responsible for any damage to any computer system(s) or related components, including any loss of data, that results from your use of the Software or any derivative work thereof.

SUPPORT, UPDATES & UPGRADES. ProcessWorx is not responsible for maintaining the Software or assisting the Licensee with the procurement, installation, maintenance or use of Software or any derivative works thereof. Because the Software is provided "as is", no updates, customization services or support services whatsoever are provided, or required to be made available to you and/or the Software, or any derivative works thereof, unless separate support and/or maintenance agreement(s) is/are established outside this Agreement.

SEVERABILITY. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

GOVERNING LAW. This Agreement will be governed and construed in accordance with the laws of the State of Wisconsin and controlling U.S. federal law without regard to the conflicts of laws or principles. Any suit brought hereon shall be brought in the state or federal courts sitting in Wisconsin.

FINAL AGREEMENT. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof, including contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. This Agreement represents both parties' entire agreement relating to the subject matter herein. No modification or addendum to this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

BREACH OF AGREEMENT. It is understood and agreed that, notwithstanding any other provision of this Agreement, any breach of this Agreement by the Licensee may cause irreparable damage for which ProcessWorx may be entitled to seek preliminary and final injunctive relief, including attorney’s fees and costs, as well as any other applicable remedies at law or in equity against the party who has breached or threatened to breach this Agreement.

AGREEMENT ACCEPTANCE. By using this Software, the Licensee and licensing organization acknowledges, accepts and agrees to be bound to the terms, conditions and restrictions set forth herein.

© 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. ProcessWorx^TM, the IT Service Management Toolkit^TM, ITSM Toolkit^TM, ITSM Excellerator^TM and ProcessWorx CMDB^TM are trademarks of ProcessWorx LLC.