PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THE SOFTWARE (AS HEREINAFTER DEFIND), SUBSCRIBER (AS HEREINAFTER DEFINED) ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS EULA, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS IN SECTION 2.5, LIMITED WARRANTY IN SECTION 8.2, LIMITATION OF LIABILITY IN SECTION 8.4, AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 8.5. IF SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS EULA, SUBSCRIBER MAY NOT USE THE SOFTWARE.

This EULA is a binding contract between (a) WorkFusion, Inc., a Delaware corporation (“WorkFusion”), and (b) (i) you, if you are installing and using the Software solely for personal reasons and not on behalf of any legal entity or (ii) the legal entity on whose behalf the Software is installed and used (the person and legal entity described in clauses (i) and (ii) each referred to as, the “Subscriber”).

If Subscriber is installing and using Intelligent Automation Cloud Express, this EULA governs Subscriber’s rights and responsibilities when using the Software. By clicking on the “Agree” or “Accept” or similar button at the end of this EULA or proceeding with the installation, downloading, use or reproduction of Intelligent Automation Cloud Express, or authorizing any other person to do so, you are representing to WorkFusion that you are (i) authorized to bind the Subscriber; and (ii) agreeing on behalf of the Subscriber that this EULA shall govern the relationship of the Parties with regard to Intelligent Automation Cloud Express and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this EULA.

If the Subscriber is installing and using Intelligent Automation Cloud Business Subscription, this EULA and the Subscription Authorization governs Subscriber’s rights and responsibilities when using the Software. By signing a Subscription Authorization or by clicking on the “Agree” or “Accept” or similar button at the end of this EULA or proceeding with the installation, downloading, use or reproduction of Intelligent Automation Cloud Business Subscription, or authorizing any other person to do so, you are representing to WorkFusion that you are (i) authorized to bind the Subscriber; and (ii) agreeing on behalf of the Subscriber that this EULA and the Subscription Authorization shall govern the relationship of the Parties with regard to Intelligent Automation Cloud Business Subscription and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this EULA.

The Software contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of this EULA and, if applicable, the Subscription Authorization. The Software is LICENSED, NOT SOLD, in accordance with this EULA and, if applicable, the Subscription Authorization.

The Software may cause Subscriber's Computer to AUTOMATICALLY CONNECT TO THE INTERNET. The Software may also require activation or registration. Additional information on activation, Internet connectivity, and privacy is available in Sections 11 and 13.

1. DEFINITIONS

Any capitalized term used herein and not defined elsewhere in this EULA shall have the meanings set forth below:

“Agreement” means (a) with respect to the installation and use of Intelligent Automation Cloud Express, this EULA, and (b) with respect to the installation and use of Intelligent Automation Cloud Business Subscription, this EULA and the Subscription Authorization.

“Affiliate” means, for a Party, any other entity that controls, is controlled by or under common control with the Party. For the purposes of this definition, the term “control” means the direct or indirect power to direct the affairs of the other entity through at least 50% of the shares, voting rights, participation, or economic interest in this entity.

“Claim” means a claim, action, or legal proceeding made against a person or entity, however arising and whether present or future, fixed or unascertained, actual, threatened or contingent.

“Confidential Information” means a Discloser’s or Discloser’s Affiliates’ non-public information (including copies, summaries, and extracts), including but not limited to, trade secrets, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, formulae related to current, future, and proposed products and services, information concerning research, experimental work, development, design details and specifications, engineering information and data, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Discloser provides regarding third parties. The Party disclosing Confidential Information is referred to as “Discloser” and the Party receiving Confidential Information is referred to as “Recipient”. No formal identification of information as "Confidential Information" shall be required by the Discloser. Confidential Information does not include information that:

• is or becomes generally publicly available at or after the time of disclosure through no fault of either Recipient or Recipient’s Affiliate;
• was known to Recipient or Recipient’s Affiliate (as applicable), free of any confidentiality obligations, before its disclosure by either Discloser or Discloser’s Affiliate;
• becomes known to Recipient or Recipient’s Affiliate (as applicable), free of any confidentiality obligations, from a source other than either Discloser or Discloser’s Affiliate; or
• is independently developed by either Recipient or Recipient’s Affiliate without use of Confidential Information.

“Disaster Recovery Environment” means Subscriber’s technical environment designed solely to allow Subscriber to respond to an interruption in service that results in Subscriber not being able to provide critical business functions for a material period of time.

“Documentation” means any manuals, instructions or other documents or materials that WorkFusion provides or makes available to Subscriber in any form or medium and which describe the functionality, components, features or requirements of the Software, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

“Losses” means any damages, losses, costs, expenses, or liabilities (including reasonable attorneys’ fees) incurred by a person or entity.

“Party” means WorkFusion or Subscriber, as applicable, and “Parties” means both WorkFusion and Subscriber.

“Intelligent Automation Cloud Express” means the free version of WorkFusion’s robotic process automation software that is licensed to Subscriber pursuant to the terms and provisions of this EULA.

“Intelligent Automation Cloud Business Subscription” means the enhanced, paid subscription version of WorkFusion’s robotic process automation software that is licensed to Subscriber pursuant to the terms and provisions of this EULA and the Subscriber Authorization.

“Intelligent Automation Cloud Business Trial Period” means the thirty (30) day period, commencing on the date Intelligent Automation Cloud Business Subscription is downloaded and ending thirty (30) days later, during which Subscriber may use Intelligent Automation Cloud Business Subscription for free; upon expiration of the thirty (30) day period, Intelligent Automation Cloud Business Subscription shall automatically convert to Intelligent Automation Cloud Express unless the Subscription Fee has been paid in full and the applicable license key has been entered by Subscriber prior to such date.

“Software” means Intelligent Automation Cloud Express and/or Intelligent Automation Cloud Business Subscription, as applicable, that is deployed by or on behalf of Subscriber on Subscriber System.

“Subscription Authorization” means the written, executed agreement by and between WorkFusion and Subscriber with respect to Subscriber’s purchase of a Subscription to install and use Intelligent Automation Cloud Business Subscription.

“Subscriber System” means (a) in the case of Intelligent Automation Cloud Express, one (1) Subscriber computer with the recommended operating system and hardware configuration as stated in the Documentation, and (b) in the case of Intelligent Automation Cloud Business Subscription, means one (1) application server on the Subscriber's information technology infrastructure, whether operated directly by Subscriber or through the use of third-party services, with the recommended operating system and hardware configuration as stated in the Documentation.

“Subscription” means Subscriber’s limited right to use the Software pursuant to, (a) in the case of Intelligent Automation Cloud Express, this EULA, and (b) in the case of Intelligent Automation Cloud Business Subscription, this EULA and the Subscription Authorization.

“Subscription Fees” means the subscription fees for Intelligent Automation Cloud Business Subscription specified in the Subscription Authorization.

“Subscription Term” means, subject to any shorter term arising from a termination of the Agreement, (a) with respect to Intelligent Automation Cloud Express, five (5) years, and (b) with respect to Intelligent Automation Cloud Business Subscription, the subscription term specified in the Subscription Authorization.

“WorkFusion Technology” means technology owned by WorkFusion or licensed to WorkFusion by a third party (including Intelligent Automation Cloud Express, Intelligent Automation Cloud Business Subscription, software tools, algorithms, software (in source and object forms), user interface designs, architecture, toolkits, plug-ins, objects and Documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world), and Feedback (as defined in Section 6.1(B)) that are incorporated into any of the foregoing (which will be deemed assigned to WorkFusion), as well as any of the derivatives, modifications, improvements, enhancements, or extensions of the above, whenever developed.

2. SUBSCRIPTION, PAYMENT, RESTRICTIONS, DELIVERY & UPDATES
   1. Subscription Grant
   • Subject to terms of the Agreement, WorkFusion grants Subscriber, during the Subscription Term:
   • in the case of Intelligent Automation Cloud Express, a limited license to install and use Intelligent Automation Cloud Express on Subscriber System’s (x) for demonstration, evaluation, training and internal business purposes only, and only if any output files or other materials produced through such use are used only for internal and non-commercial purposes, (y) in the territory or region where Subscriber obtained the Software from WorkFusion, and (z) in accordance with all of the terms and provisions of the Agreement;
   • in the case of Intelligent Automation Cloud Business Subscription, a limited license to install and use Intelligent Automation Cloud Business Subscription on Subscriber Systems (x) for the permitted use(s) and for the platforms and quantities set out in the Subscription Authorization, and (y) in accordance with all of the terms and provisions of the Agreement; and
   • use, copy, and distribute the Documentation for Subscriber’s internal use only, in accordance with the Agreement, and only as reasonably required for lawful use of the Software. Any permitted copies of the Documentation must contain the same copyright and other proprietary notices that appear in the original Documentation.
   • The Subscription is non-exclusive to Subscriber. Subscriber is not permitted to transfer the Subscription other than by operation of law and as provided herein. Subscriber is not permitted to assign or sublicense the Subscription except as set forth herein. Subscriber is not permitted to grant any third party the right to use the Software except as permitted in Section 3 of this EULA.
   2. Payment. Subject to the Intelligent Automation Cloud Business Trial Period, a Subscriber installing and using Intelligent Automation Cloud Pro Express Subscription agrees to pay the Subscription Fees pursuant to the payment terms set forth in the Subscription Authorization. Notwithstanding, immediately following the Intelligent Automation Cloud Business Trial Period, Subscriber’s access to and use of Intelligent Automation Cloud Business Subscription will terminate unless Subscriber has executed a Subscription Authorization, paid to WorkFusion the Subscription Fees, and entered the applicable license key.
   3. Archival and Disaster Recovery. A Subscriber that has paid the Subscription Fees (a) may make a reasonable number of copies of Intelligent Automation Cloud Business Subscription for archival purposes and install and use the copies only when the primary copy has failed or is destroyed, and (b) may install copies of Intelligent Automation Cloud Business Subscription in a Disaster Recovery Environment, on a cold backup basis, for use solely in disaster recovery, and not for production, development, evaluation, or testing. For purposes of the prior sentence, cold backup basis means that the backup copies are completely disconnected from any use environment and not receiving automatic data updates, and those backup copies require a manual activation process to pick up the use environment load during the failure of the primary copies. Any permitted copy of Intelligent Automation Cloud Business Subscription must contain the same copyright and other proprietary notices that appear on Intelligent Automation Cloud Business Subscription.
   4. No Unbundling. The Software is designed and provided to Subscriber for use as a single product. Subscriber may not unbundle any components for use on multiple computers within the Subscriber System.
   5. Prohibited Use. Subscriber shall not (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (b) modify, create derivative works of, adapt translate, reverse engineer, disassemble, decompile, or decode the Software, except as specifically authorized in writing by WorkFusion; (c) bypass or breach any security device or protection used by the Software or access or use the Software other than by a third party authorized in this EULA; (d) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software; (e) remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or (f) access or use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law. For the avoidance of doubt, the Software is to be used only for Subscriber’s use and benefit. Unauthorized commercial resale of Software is strictly prohibited. “Resale” means any use of the Software for financial gain either through re-licensing, development, implementation, managed services, or direct procurement of services via a third party. The Software is strictly for use by the Subscriber, and is not to be used for third party profit of any kind, including in kind services, gain share, gratis, or deferred payment. Please be advised that WorkFusion personnel regularly monitor various commercial implementations in order to prevent the unauthorized resale of the Software. WorkFusion reserves all its rights in the event of a violation of this policy, which may include discontinuation of the product itself, suspension of Subscriber’s privileges, and enforcement of WorkFusion’s rights under penalty of law.
   6. Updates
   • Subscriber must possess a valid Subscription to the Software to use an upgrade or update. All upgrades and updates are provided to Subscriber on an exchange basis, which means, subject to Section 2.6 (B) of this EULA, Subscriber must, upon installing the upgrade or update, uninstall and cease using the previous version of the Software. Notwithstanding anything to the contrary in this EULA, such upgrades and updates constitute Software, and are subject to the Agreement.
   • Upon installing an upgrade or update, Subscriber may continue to use a simultaneous installation of the previous version of the Software to assist Subscriber in the transition to the upgrade or update for a reasonable period of time (not to exceed 180 days), after which Subscriber must uninstall and cease using the previous version. Except for this limited right to simultaneous installation and use, this right does not otherwise constitute an increase in the scope of use granted to Subscriber under the Agreement.
3. PROVISIONS APPLICABLE TO INTELLIGENT AUTOMATION CLOUD BUSINESS SUBSCRIPTION ONLY
   1. Use by Affiliates. Subscriber may allow its Affiliates to use and access Intelligent Automation Cloud Business Subscription, only if set forth in, and as specified in, the Subscription Authorization.
   2. Outsourcing and Third-Party Access. Subscriber may allow a third-party contractor to use and access Intelligent Automation Cloud Business Subscription only if set forth in, and as specified in, the Subscription Authorization.
   3. Subscriber Responsibility. If Subscriber allows any person or entity to use or access Intelligent Automation Cloud Business Subscription pursuant to Sections 3.1 (Use by Affiliates) or 3.2 (Outsourcing and Third-Party Access):
   • Subscriber shall require that the person or entity agrees to comply with and does comply with the terms of the Agreement on the same basis as the terms apply to Subscriber; and
   • Subscriber is responsible for all acts and omissions of all such person(s) or entity(ies).
   4. No Additional Rights. For clarity, the rights granted under this Section 3 (Outsourcing and Third-Party Access) do not modify the type of subscription set forth in the Subscription Authorization.
4. CONFIDENTIALITY
   1. No Use or Disclosure. Recipient will only use Confidential Information for the purposes of the Agreement and will not reproduce, disseminate, or disclose Confidential Information to any person, except to its and its Affiliates’, employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of the Agreement and are bound by confidentiality obligations at least as restrictive as those set forth in this Section 4 (Confidentiality). Recipient will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care.
   2. Required Disclosure. Recipient may disclose Confidential Information:
   • as approved in a writing signed by Discloser;
   • as necessary to comply with any law or valid order of a court or other governmental body; or
   • as necessary to establish the rights of either Party,
   but only if, in the case of Section 4.2(B) and Section 4.2(C), Recipient (1) promptly notifies Discloser of the details of the required disclosure to the extent legally permissible; and (2) gives Discloser all assistance reasonably required by Discloser to enable Discloser to take commercially reasonable available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of confidence.
   3. Responsibility for Representatives and Affiliates. Recipient is responsible for requiring that its representatives and Affiliates fully comply with the obligations of the Recipient under this Section 4 (Confidentiality) and Recipient shall be responsible for any breach by any of its representatives and/or its Affiliates of the provisions hereof. The obligations of confidentiality shall survive for a period of five (5) years from the date of the last disclosure of Confidential Information.
5. TERM, EVENTS OF DEFAULT AND TERMINATION
   1. Term. The Agreement shall commence on the date the Software is downloaded by or on behalf of Subscriber and shall continue until the earlier of the expiration of the Subscription Term or the termination pursuant to Section 5.3 below.
   2. Events of Default. The following events shall be “Events of Default”:
   • Any material breach of the Agreement by a Party that is not remedied within thirty (30) days of such Party receiving written notice from the non-breaching Party describing the nature and basis of the breach;
   • If a Party is in breach of any confidentiality provisions of the Agreement;
   • Subscriber breaches Section 2.2, Section 2.4, Section 2.5 or Section 3 of this EULA; or
   • upon the insolvency or filing of bankruptcy of a Party, if permitted by law;
   3. Early Termination. A Party may terminate the Agreement, in whole or in part, immediately upon written notice to the other Party, (1) upon an Event of Default, (2) as otherwise set forth in the Agreement, or (3) as required by law or by any regulatory authority that has jurisdiction over Subscriber. Upon termination of the Agreement or upon expiration of the Subscription Term, Subscriber must cease to use the Software, uninstall all copies of the Software from the Subscriber Systems, and destroy any media containing the Software. Some or all of the Software may cease to operate without prior notice upon expiration or termination of the Intelligent Automation Cloud Business Trial Period and/or Subscription Term.
   4. Survival. Sections 2.4, 2.5, 4, 5, 6, 7, 8, 10 and 14 of this EULA will survive termination or expiration of the Agreement.
6. INTELLECTUAL PROPERTY
   1. Each party acknowledges and agrees that as between WorkFusion and Subscriber:
   • all right, title, and interest in and to the WorkFusion Technology and all derivatives thereof (including any intellectual property rights embodied therein or associated therewith) are and shall remain that of WorkFusion or its third party licensors with respect to any third party products,
   • the derivatives, modifications, improvements, enhancements, or extensions of the above, whenever developed by or on behalf of WorkFusion based on any suggestions, ideas, enhancements requests, feedback, recommendations or other information provided by or on behalf of Subscriber (excluding any Subscriber Confidential Information, collectively, “Feedback”) shall be exclusively owned by WorkFusion; provided, however, that any Feedback provided by Subscriber is provided “as is” without any warranties of any kind whatsoever, and WorkFusion is solely responsible and liable for the use of any such Feedback and any claims with respect thereto, and
   • all right, title, and interest in and to the data or materials provided by or on behalf of Subscriber for use in combination with the Software and all derivatives thereof (including any intellectual property rights embodied therein or associated therewith) are and shall remain that of Subscriber.
   2. The Agreement in no way conveys any right or interest in WorkFusion Technology other than the Subscription.
7. INDEMNIFICATION FOR Intelligent Automation Cloud PRO EXPRESS SUBSCRIPTION
   1. WorkFusion’s Duty to Indemnify. WorkFusion will indemnify and defend a Subscriber that has paid the Subscription Fees against any third party Claim and related Losses to the extent the Claim alleges that (A) Intelligent Automation Cloud Business Subscription infringes the third party’s patent, copyright, or trademark or (B) WorkFusion has misappropriated the third party’s trade secret (“Infringement Claim”).
   2. WorkFusion’s Response. In the defense or settlement of any Infringement Claim, WorkFusion may, at its sole option and expense:
   • procure for Subscriber a license to continue using Intelligent Automation Cloud Business Subscription under the terms of the Agreement;
   • replace or modify Intelligent Automation Cloud Business Subscription to avoid the infringement, with no material diminishment in functionality; or
   • terminate Subscriber’s right to use and access to Intelligent Automation Cloud Business Subscription and refund or cause to be refunded any prepaid, unused Subscription Fees as of the date of termination, and upon such termination Subscriber shall purge all copies of Intelligent Automation Cloud Business Subscription (and any related materials) from all computer systems on which it was stored and return to WorkFusion all physical copies of the Software and the Documentation.
   3. Conditions to Indemnification.
   • WorkFusion will have no liability for any Infringement Claim that arises from any:
   • use of Intelligent Automation Cloud Business Subscription in violation of this EULA or the Subscription Authorization;
   • modification of Intelligent Automation Cloud Business Subscription by anyone other than WorkFusion or a party authorized in writing by WorkFusion to modify specific code within Intelligent Automation Cloud Business Subscription;
   • failure by Subscriber to install the latest updated version of Intelligent Automation Cloud Business Subscription as requested by WorkFusion to avoid infringement; or
   • third-party products, services, hardware, software, or other materials, or combination of these with Intelligent Automation Cloud Business Subscription if the Software would not be infringing without this combination.
   • WorkFusion’s indemnification obligation shall not apply to any Infringement Claim or Losses arising out of or relating to Subscriber’s failure to comply with any of the following obligations:
   • Subscriber will notify WorkFusion in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it (only to the extent that Subscriber’s failure to notify WorkFusion prejudiced its ability to defend the Infringement Claim).
   • Subscriber will provide WorkFusion with reasonable assistance requested by WorkFusion for the defense or settlement (as applicable) of the Infringement Claim, at WorkFusion’s expense.
   • Subscriber will not make any admission of liability, agreement or compromise in relation to the Infringement Claim without WorkFusion's prior written consent.
   • Subscriber will provide WorkFusion with the exclusive right to control and the authority to settle the Infringement Claim; provided that WorkFusion shall not settle such Infringement Claim without Subscriber’s consent (such consent not to be unreasonably withheld or delayed) unless such settlement (y) includes an unconditional release of the Subscriber from all liability arising out of such commenced or threatened Infringement Claim; and (z) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, Subscriber.
   4. Sole and Exclusive Remedy. The remedies in this Section 7 (Indemnification) are Subscriber’s sole and exclusive remedies and WorkFusion’s sole liability with respect to an Infringement Claim.
8. LIMITED WARRANTY, DISCLAIMER, LIMITATION OF LIABILITY
   1. Intelligent Automation Cloud Express. Intelligent Automation Cloud Express is made available by WorkFusion for free, “AS IS”, and without warranty of any kind.
   2. Intelligent Automation Cloud Business Subscription Limited Warranty. WorkFusion warrants to Subscriber that Intelligent Automation Cloud Business Subscription will perform substantially in accordance with the Documentation for ninety (90) days following the payment of the Subscription Fees. Subscriber must make any warranty claims to WorkFusion within this ninety (90) day period. To the extent permitted by law, Subscriber’s sole and exclusive remedy and WorkFusion’s sole liability under or in connection with this warranty will be limited, at WorkFusion’s option, to (A) replacement of Intelligent Automation Cloud Business Subscription; (B) support of Intelligent Automation Cloud Business Subscription based on the warranty claim; or (C) if options (A) or (B) are not practicable in WorkFusion’s sole determination, refund of any prepaid, unused Subscriber Fees (if any). THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES SUBSCRIBER SPECIFIC LEGAL RIGHTS. SUBSCRIBER MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY VARY FROM JURISDICTION TO JURISDICTION. WORKFUSION DOES NOT SEEK TO LIMIT SUBSCRIBER'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
   3. Disclaimer. THE LIMITED WARRANTY IN SECTION 8.2 AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO INTELLIGENT AUTOMATION CLOUD BUSINESS SUBSCRIPTION. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, WORKFUSION AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, INTELLIGENT AUTOMATION CLOUDBUSINESS SUBSCRIPTION IS PROVIDED “AS-IS” AND WITH ALL FAULTS. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. CUSTOMER MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. WORKFUSION DOES NOT SEEK TO LIMIT CUSTOMER'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. The provisions of Sections 8.2 and Section 8.3 will survive the termination of the Agreement, howsoever caused, but this will not imply or create any continued right to use Intelligent Automation Cloud Business Subscription after termination of the Agreement.
   4. Limitation of Liability.
   • WORKFUSION AND ITS AFFILIATES WILL NOT BE LIABLE TO SUBSCRIBER AND ITS AFFILIATES, AND SUBSCRIBER AND ITS AFFILIATES WILL NOT BE LIABLE TO WORKFUSION AND ITS AFFILIATES FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, SPECIAL, MORAL, PUNITIVE, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS, USE OR REVENUE, LOSS OR CORRUPTION OF DATA, OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A WORKFUSION OR SUBSCRIBER REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. THE FOREGOING SHALL NOT LIMIT A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THE ACTUAL DAMAGES OF A PARTY TO A THIRD PARTY.
   • IN ANY EVENT, EXCEPT FOR ANY CLAIM RELATED TO WORKFUSION’S INDEMNIFICATION OBLIGATIONS IN SECTION 7, ANY BREACH OF A PARTY’S CONFIDENTIALITY PROVISIONS UNDER THIS EULA, SUBSCRIBER’S USE OF WORKFUSION TECHNOLOGY BEYOND THE SCOPE OF THE SUBSCRIPTION, AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, WORKFUSION'S AND SUBSCRIBER’S AGGREGATE LIABILITY AND THAT OF ITS RESPECTIVE AFFILIATES UNDER OR IN CONNECTION WITH THIS EULA WILL BE LIMITED TO THE AGGREGATE AMOUNT PAID OR PAYABLE BY SUBSCRIBER TO WORKFUSION WITH RESPECT TO THE SUBSCRIPTION TO THE SOFTWARE DURING THE 12 MONTH TERM PRECEDING THE INITIAL CLAIM. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS EULA OR THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   5. Exceptions to the Limitation of Liability. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN SUBSCRIBER'S JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS. SUBSCRIBER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. WORKFUSION DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
9. EXPORT RULES; COMPLIANCE
   1. Export Rules. Each Party acknowledges that the Software is subject to the U.S. Export Administration Regulations (the “EAR”) and each Party agrees that it will comply with the EAR. Subscriber will not re-export the Software, directly or indirectly, to: (a) any countries that are subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria), (b) any end user whom Subscriber knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems, or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, Subscriber is responsible for complying with any local laws in Subscriber's jurisdiction which may impact its right to import, export or use the Software.
   2. Compliance. During the term of the Agreement, Subscriber agrees that, in addition to any license compliance checking performed by the Software, WorkFusion or its authorized representative has the right, no more than once every twelve (12) months, upon seven (7) business days' prior written notice to Subscriber, to inspect Subscriber's records, systems, and facilities to verify that its use of any and all WorkFusion software or service is in conformity with its valid licenses from WorkFusion. For example, WorkFusion has the right to those of Subscriber's records useful to determine whether installations of the Software have been serialized, and Subscriber shall provide such records to WorkFusion promptly upon request by WorkFusion. Additionally, Subscriber shall provide WorkFusion with all records and information requested by WorkFusion in order to verify that its use of any and all WorkFusion software is in conformity with its valid licenses from WorkFusion within thirty (30) days of WorkFusion's request. Any audit of the Software may not be performed by a WorkFusion competitor, and must be subject to the same confidentiality terms as are contained in Section 4. The results of any audit shall be considered to be Confidential Information hereunder.
10. TRADEMARKS
    1. All trade names, trademarks and service marks owned or employed by Subscriber and WorkFusion or any subsidiary or affiliate of Subscriber and WorkFusion, used or employed in each party’s business operations, shall remain the sole and exclusive property of Subscriber or WorkFusion, or such subsidiary or affiliate, and such trade names, trademarks and service marks shall not be used by WorkFusion or Subscriber without the prior written consent of the proprietary Party or such subsidiary or Affiliate. Parties shall immediately discontinue any use of such marks and names upon termination this EULA.
    2. Each party shall indemnify, defend and hold the other party harmless from any and all claims, actions, proceedings, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from any claim made against the other party alleging that the use of the trademarks of the indemnifying party infringes upon, misappropriates or otherwise violates the intellectual property rights of any third party.
11. INTERNET CONNECTIVITY & PRIVACY
    1. Automatic Connections to the Internet. The Software may cause Subscriber's System, without notice, to automatically connect to the Internet and to communicate with a WorkFusion website or WorkFusion domain for purposes such as license validation and providing Subscriber with additional information, features, or functionality. Unless otherwise specified in Sections 11.2 through 11.5, the following provisions apply to all automatic Internet connections by the Software:
       1. Whenever the Software makes an Internet connection and communicates with a WorkFusion website, whether automatically or due to explicit user request, the Privacy Policy shall apply. The WorkFusion Privacy Policy allows tracking of website visits and it addresses in detail the topic of tracking and use of cookies, web beacons, and similar devices.
       2. Whenever the Software connects to WorkFusion over the Internet, certain Subscriber information is collected and transmitted by the Software to WorkFusion pursuant to the WorkFusion Online Privacy Policy available at https://www.workfusion.com/privacy-policy ("Privacy Policy").
       3. If Subscriber accesses a WorkFusion Online Service (as defined in Section 14.2 below) or activates or registers the Software, then additional information such as Subscriber's WorkFusion ID, user name, and password may be transmitted to and stored by WorkFusion pursuant to the Privacy Policy and additional terms of use related to such WorkFusion Online Service (collectively with the WorkFusion.com terms of use and any applicable terms, the "Additional Terms of Use").
       4. As permitted by applicable law or as consented to by Subscriber, WorkFusion may (a) send Subscriber transactional messages to facilitate the WorkFusion Online Service or the activation or registration of the Software or WorkFusion Online Service, or (b) deliver in-product marketing to provide information about the Software and other WorkFusion products and Services using information including but not limited to platform version, version of the Software, license status, and language.
    2. Updating. The Software may cause Subscriber's System, without additional notice, to automatically connect to the Internet (intermittently or on a regular basis) to (a) check for updates or upgrades that are available for download to and installation on Subscriber’s System and (b) notify WorkFusion of the results of installation attempts.
    3. Activation. The Software may require Subscriber to (a) obtain a WorkFusion ID, (b) activate or reactivate the Software, (c) register the software, or (d) validate the Subscription. Such requirement may cause Subscriber's System to connect to the Internet without notice on install, on launch, and on a regular basis thereafter. Once connected, the Software will collect and transmit information to WorkFusion as further described in the Documentation ("Activation Terms"). Software or Subscriber may also receive information from WorkFusion related to Subscriber's Subscription. WorkFusion may use such information to detect or prevent fraudulent or unauthorized use not in accordance with a valid Subscription. Failure to activate or register the Software, validate the Subscription, or a determination by WorkFusion of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or suspension of the Subscription.
    4. Deactivation. Subscriber may deactivate and uninstall the Software from Subscriber’s System in order to install and activate the Software on another Subscriber System in accordance with this EULA ("Deactivation") and as further described in the Activation Terms. Deactivation may require Internet connectivity.
    5. Use of Online Services. The Software may cause Subscriber's System, without additional notice and on an intermittent or regular basis, to automatically connect to the Internet to facilitate Subscriber's access to content and services that are provided by WorkFusion or third parties as further described in Section 13.2 (Online Services). In addition, the Software may, without additional notice, automatically connect to the Internet to update downloadable materials from these online services so as to provide immediate availability of these services even when Subscriber is offline.
12. PEER TO PEER COMMUNICATIONS

    The Software may use Subscriber's connection to a local area network, without additional notice, to automatically connect to other WorkFusion software and, in doing so, may indicate on the local area network that it is available for communication with other WorkFusion software. These connections may transmit the IP Address of Subscriber's connection to the local network.

13. SPECIFIC PROVISIONS AND EXCEPTIONS

    This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this EULA, the terms stated in this section will supersede such other term or condition.

    1. No Prejudice. This EULA will not prejudice the statutory rights of any party, including those dealing as consumers.
    2. Online Services:
       1. Provided by WorkFusion. The Software facilitates Customer's access to content and various services that are hosted on websites maintained by WorkFusion or its affiliates ("WorkFusion Online Services"). In some cases, a WorkFusion Online Service might appear as a feature or extension within the Software even though it is hosted on a website. Access to a WorkFusion Online Service may require Customer to activate the Software, obtain a WorkFusion ID, consent to Additional Terms of Use, or require a separate fee in order to access such WorkFusion Online Services. WorkFusion Online Services might not be available in all languages or to residents of all countries and WorkFusion may, at any time and for any reason, modify or discontinue the availability of any WorkFusion Online Service. WorkFusion also reserves the right to begin charging a fee for access to or use of a WorkFusion Online Service that was previously offered at no charge. Section 11 states important information regarding Internet connectivity and Customer's privacy. As stated in Section 11, when the Software accesses a WorkFusion Online Service, Customer's use of such WorkFusion Online Service is governed by the WorkFusion Privacy Policy and by any Additional Terms of Use that might be presented to Customer at that time.
       2. Provided by Third Parties. The Software may facilitate Customer's access to websites maintained by third parties offering goods, information, software, and services ("Third Party Online Services"). Customer's access to and use of any Third Party Online Services is governed by the terms, conditions, disclaimers, and notices found on such site or otherwise associated with such Third Party Online Services. WorkFusion does not control, endorse, or accept responsibility for Third Party Online Services. Any dealings between Customer and any third party in connection with a Third Party Online Service, including such party's privacy policies and use of Customer's personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Customer and such third party. Third Party Online Services might not be available in all languages or to residents of all countries and WorkFusion may, at any time and for any reason, modify or discontinue the availability of any Third Party Online Service.
       3. EXCEPT AS EXPRESSLY AGREED BY WORKFUSION OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, CUSTOMER'S USE OF WORKFUSION ONLINE SERVICES AND THIRD PARTY ONLINE SERVICES IS AT ITS OWN RISK AND IS SUBJECT TO THE LIABILITY LIMITATIONS OF SECTION 8.
14. GENERAL PROVISIONS
    1. Assignment.
    • Subscriber may assign the Agreement in its entirety to a surviving person or entity under a merger or acquisition of Subscriber, upon written notice to WorkFusion, if the assignment does not expand the Subscription.
    • WorkFusion may assign the Agreement (or a part of it) to its Affiliates or a surviving person under a merger or acquisition of WorkFusion or the assets of the business to which the Agreement relates, upon written notice to Subscriber.
    • Except as provided in this Section 14.1 (Assignment), Subscriber may not assign, voluntarily, by operation of law or otherwise, any rights or obligations under the Agreement without the prior, written consent of WorkFusion.
    2. Governing Law, Venue. This EULA is governed by and construed under the laws of the state of New York, without regard to any conflict of law rules or principles, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the County of New York, State of New York, provided however, WorkFusion will have the right to pursue claims against Subscriber in any other jurisdiction where the Subscriber is using and accessing the Software to enforce its intellectual property rights.
    3. Force Majeure. Neither Party is liable for failure to perform its obligations under the Agreement (except for any payment obligations) to the extent that performance is delayed, prevented, restricted or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action affecting vendors or subcontractors and for which the party claiming force majeure is not responsible, fire, flood, earthquake, failure of third-party providers not specifically engaged by a Party, denial of service attacks and other malicious conduct, utility failures, power outages, or governmental acts, orders, or restrictions.
    4. Injunctive Relief. Actual or threatened breach of certain sections of the Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
    5. Notices. Any notice given under this EULA must be in writing by email to the following addresses (or addresses notified in writing by either Party): (A) to WorkFusion: legal@WorkFusion.com; and (B) to Subscriber: at Subscriber’s email address provided at the time of download or otherwise or as stated in the Subscription Authorization. A notice is taken to have been received by email 3 hours after the time sent (as recorded on the device from which the sender sent the email), unless the sender receives an automated message that the email has not been delivered.
    6. No Agency. Nothing in the Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the Parties. No Party has authority to bind the other Party.
    7. Third-Party Beneficiaries. Subscriber acknowledges and agrees that WorkFusion’s licensors are third-party beneficiaries of the Agreement, with the right to enforce the obligations in the Agreement directly against Subscriber.
    8. Waiver, Modification. Neither Party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance. The Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the Parties.
    9. Entire Agreement. This EULA and the Subscription Authorization, contain the entire understanding of the Parties relating to the subject matter and supersede all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. The English version of this EULA will be the version used when interpreting or construing the Agreement.
    10. Severability. If any term of the Agreement is held invalid or unenforceable for any reason, the remainder of the term and the Agreement will continue in full force and effect.
    11. Trade Rules. Subscriber acknowledges that the Software may be subject to the trade control laws and regulations of the United States and other national governments, and Subscriber will comply with them.
    12. U.S. Government Licensing. For US Government end users: Subscriber acknowledges that Software are “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Subscriber agrees, consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Items; and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
    13. Third Party Software. Any third party software that is embedded in the Software, or content created and generated using the third party software may only be used together with the presentation, information, or content in which it is embedded. Subscriber shall not use third party software other than as embedded in the Software and shall not modify, reverse engineer, or disassemble the third party software, except as specifically authorized in writing by WorkFusion. The Software contains the open source software and the third party software listed at: https://kb.workfusion.com/display/ID/Libraries+and+Tools+Used+in+WorkFusion
    14. OCR Pages. A Subscriber that has installed and Intelligent Automation Cloud Business Subscription hereby covenants and agrees that it shall report to WorkFusion at ocr-report@workfusion.com, within two (2) days after the end of each calendar quarter, the number of OCR pages that were consumed during the calendar quarter then ended. Subscriber hereby acknowledges and agrees that it shall indemnify and hold WorkFusion harmless from any claims, actions, proceedings, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from Subscriber exceeding the OCR Limit as set forth in the Subscription Authorization. OCR pages in excess of the OCR Limit shall be purchased by Subscriber pursuant to the pricing set forth in the Subscription Authorization.

    The name Intelligent Automation Cloud Express, Intelligent Automation Cloud Business Subscription, WorkFusion, and all related titles and logos are either registered trademarks or trademarks of WorkFusion in the United States and/or other countries. All other trademarks are the property of their respective owners.