PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR
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,
WARRANTY IN SECTION 7.2, LIMITATION OF LIABILITY IN SECTION 7.4, AND SPECIFIC PROVISIONS AND EXCEPTIONS IN
7.5. 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) Crowd Computing Systems, Inc., a Delaware corporation doing
WorkFusion (“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 the Software, this EULA and, if applicable, the Subscription Order
Subscriber’s rights and responsibilities when using the Software. By clicking on the “Agree” or “Accept” or any
similar button at the end of this EULA or proceeding with the installation, downloading, use or reproduction of
Software, or authorizing any other person to do so, you are representing to WorkFusion that you are (i)
to bind the Subscriber; and (ii) agreeing on behalf of the Subscriber that this EULA and, if applicable, the
Subscription Order shall govern the relationship of the Parties with regard to the Software 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 and, if applicable, the Subscription Order.
The Software contains computer programs and other proprietary material and information, the use of which is
to and expressly conditioned upon acceptance of this EULA and, if applicable, the Subscription Order. The
is LICENSED, NOT SOLD, in accordance with this EULA and, if applicable, the Subscription Order.
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 10 and 12.
Any capitalized term used herein and not defined elsewhere in this EULA shall have the meanings set forth
“Agreement” means this EULA and, if applicable, the Subscription Order.
“Affiliate” means, for a Party, any other entity that controls, is controlled by or under
control with the Party. For the purposes of this definition, the term “control” means the direct or indirect
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
and whether present or future, fixed or unascertained, actual, threatened or contingent.
“Confidential Information” means a Discloser’s or Discloser’s Affiliates’ non-public
(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
and services, information concerning research, experimental work, development, design details and
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
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
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
Subscriber to respond to an interruption in service that results in Subscriber not being able to provide
business functions for a material period of time.
“Documentation” means any manuals, instructions or other documents or materials that
provides or makes available to Subscriber in any form or medium and which describe the functionality,
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
WorkFusion and Subscriber.
“Software” means WorkFusion’s robotic process automation software that is licensed to
pursuant to the terms and provisions of this EULA and, if applicable, the Subscription Order.
“Subscription” means Subscriber’s limited right to use the Software pursuant to this EULA and,
applicable, the Subscription Order.
“Subscription Order” means the written, executed agreement by and between WorkFusion and
pursuant to which the Subscriber has agreed to pay the Subscription Fees to activate the additional features and
functionality of the Software.
“Subscriber System” means (a) one (1) Subscriber computer with the recommended operating
hardware configuration as stated in the Documentation, or (b) one (1) application server on the Subscriber's
information technology infrastructure, with the recommended operating system and hardware configuration as
“Subscription Fees” means the subscription fees specified in the Subscription Order that are
by Subscriber to activate the additional features and functionality of the Software.
“Subscription Term” means, subject to any shorter term arising from a termination of the
five (5) years or, if Subscriber has executed a Subscription Order, the subscription term specified in the
“Subscription Trial Period” means, unless otherwise set forth in a Subscription Order, the
(30) day period, commencing on the date the Software is downloaded and ending thirty (30) days later, during
Subscriber may use for free the additional features and functionality that are activated upon payment of the
Subscription Fee; upon expiration of the thirty (30) day period, such additional features and functionality will
automatically deactivate unless the Subscription Fee has been paid in full and the applicable license key has
entered by Subscriber prior to such date.
“WorkFusion Technology” means technology owned by WorkFusion or licensed to WorkFusion by a
party (including the Software, 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
defined in Section 5.1(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.
SUBSCRIPTION, PAYMENT, RESTRICTIONS, DELIVERY & UPDATES
- Subscription Grant
Payment. A Subscriber that activates the Software’s additional features and functionality
executing a Subscription Order agrees to pay the Subscription Fees pursuant to the payment terms set forth in
such Subscription Order. Subscriber’s access to and use of the Software’s additional features and functionality will
terminate and deactivate unless Subscriber has executed a Subscription Order, paid to WorkFusion the
Subscription Fees, and entered the applicable license key.
Archival and Disaster Recovery. A Subscriber (a) may make a reasonable number of copies of
the Software 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 the Software 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
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 the Software must contain the same copyright and other proprietary notices that appear on the Software.
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.
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 an
applicable Subscription Order; (d) damage, destroy, disrupt, disable, impair, interfere with or otherwise
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
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 acvoidance 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,
implementation, managed services, or direct procurement of services via a third party. The Software is
for use by the Subscriber, and is not to be used for third party profit of any kind, including in kind
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
its rights in the event of a violation of this policy, which may include discontinuation of the Software,
suspension of Subscriber’s privileges, and enforcement of WorkFusion’s rights under penalty of law
- Subject to terms of the Agreement, WorkFusion grants Subscriber, during the Subscription Term:
- a limited license to install and use the Software 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 purposes, 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
the Software except as permitted in an applicable Subscription Order.
- Subscriber must possess a valid Subscription to use an upgrade or update. All upgrades and updates are provided
Subscriber on an exchange basis, which means, subject to Section 2.6(B) of this EULA, Subscriber must,
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 30 days), after which Subscriber must uninstall and cease using
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.
- 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 3 (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
- Required Disclosure. Recipient may disclose Confidential Information:
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 3 (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.
TERM, EVENTS OF DEFAULT AND TERMINATION
- 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 3.2(B) and
Section 3.2(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.
- Term. The Agreement shall commence on the date the Software is downloaded by or on
of Subscriber and shall continue until the earlier of the expiration of the Subscription Term or the
termination pursuant to Section 4.3 below.
- Events of Default. The following events shall be “Events of Default”:
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. WorkFusion may terminate the Agreement, in whole or in part, immediately upon written
notice to the other Party if any Claim alleges that (x) the Software infringes the third party’s patent,
copyright, or trademark or (y) WorkFusion has misappropriated the third party’s trade secret. 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 Subscription Trial Period and/or Subscription Term.
Survival. Sections 2.4, 2.5, 3, 4, 5, 6, 7, 9 and 13 of this EULA will survive
termination or expiration of the Agreement.
- 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
- If a Party is in breach of any confidentiality provisions of the Agreement;
- Subscriber breaches (i) Section 2.2, Section 2.4 or Section 2.5 of this EULA or (ii) if applicable, the
terms and provisions of the Subscription Order governing access to and use of the Software by Affiliates
and third-party contractors;
- upon the insolvency or filing of bankruptcy of a Party, if permitted by law.
- Each party acknowledges and agrees that as between WorkFusion and Subscriber:
The Agreement in no way conveys any right or interest in WorkFusion Technology other than the
INDEMNIFICATION WITH PAYMENT OF SUBSCRIPTION FEES
- 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.
- 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) the Software infringes the third party’s patent, copyright, or trademark or (B) WorkFusion
has misappropriated the third party’s trade secret (“Infringement Claim”).
- WorkFusion’s Response. In the defense or settlement of any Infringement Claim, WorkFusion
may, at its sole option and expense:
Conditions to Indemnification.
- procure for Subscriber a license to continue using the Software under the terms of the Agreement;
- replace or modify the Software to avoid the infringement, with no material diminishment in
- terminate Subscriber’s right to use and access the Software 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 the Software (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.
Sole and Exclusive Remedy. The remedies in this Section 6 (Indemnification) are
Subscriber’s sole and exclusive remedies and WorkFusion’s sole liability with respect to an Infringement Claim.
NO WARRANTY, DISCLAIMER, LIMITATION OF LIABILITY
- WorkFusion will have no liability for any Infringement Claim that arises from any:
- use of the Software in violation of this EULA or the applicable Subscription Order;
- modification of the Software by anyone other than WorkFusion or a party authorized in writing by
WorkFusion to modify specific code within the Software;
- failure by Subscriber to install the latest updated version of the Software as requested by WorkFusion
to avoid infringement; or
- third-party products, services, hardware, software, or other materials, or combination of these with
the Software 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.
- No Warranty. The Software is made available by WorkFusion “AS IS”, and
without warranty of any kind.
- Jurisdictional Requirements. SUBSCRIBER MAY HAVE 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.
- Disclaimer. ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER
LAW ARE THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE 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 STATUTORY WARRANTIES AND
REMEDIES, THE SOFTWARE IS PROVIDED “AS-IS” AND WITH ALL FAULTS. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN
SOME JURISDICTIONS. SUBSCRIBER MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
DISCLAIMED. WORKFUSION DOES NOT SEEK TO LIMIT SUBSCRIBER'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY
LAW. The provisions of Sections 7.2 and Section 7.3 will survive the termination of the Agreement,
howsoever caused, but this will not imply or create any continued right to use the Software after
termination of the Agreement.
- Limitation of Liability.
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
EXPORT RULES; COMPLIANCE
- EXCEPT FOR ANY CLAIM RELATED TO WORKFUSION’S INDEMNIFICATION OBLIGATIONS IN SECTION 6, 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 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 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 HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS.
- EXCEPT FOR ANY CLAIM RELATED TO WORKFUSION’S INDEMNIFICATION OBLIGATIONS IN SECTION 6, 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
- 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 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.
- 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 the
Software is in conformity with this EULA. 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
to WorkFusion all other records and information requested by WorkFusion in order to verify that its use of
the Software is in conformity with this EULA within thirty (30) days of WorkFusion's request. The results
of any audit shall be considered to be Confidential Information hereunder.
INTERNET CONNECTIVITY & PRIVACY
- All trade names, trademarks and service marks owned or employed by Subscriber or WorkFusion or any
subsidiary or affiliate of Subscriber and WorkFusion, used or employed in such Party’s business
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 Subscriber or WorkFusion without
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.
- 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.
PEER TO PEER COMMUNICATIONS
- 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 10.2 through 10.5, the following provisions apply to all
automatic Internet connections bythe Software:
- Whenever the Software makes an Internet connection and communicates with a WorkFusion website, whether
topic of cookies.
- Whenever the Software connects to WorkFusion over the Internet, certain Subscriber usage analytic
information may be collected and transmitted by the Software to WorkFusion. This information includes,
is not limited, to the following: steps used in the business process; use of OCR license, number of
businesss processes created, number of business processes used within the last thirty (30) days,
names of business processes, operating system architecture, name and version, installation path(s)
and version information. WorkFusion uses this data to identify which features are most often used, to
identify features and functionality that should be improved, and to generally improve our products.
- If Subscriber accesses a WorkFusion Online Service (as defined in Section 12.2 below) or activates or
registers the Software, then additional information such as Subscriber's WorkFusion ID, user name, and
- 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.
- 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.
- 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"). 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.
- 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
- 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 12.2 (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.
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 and the information set forth in
Section 10 hereof.
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.
- No Prejudice. This EULA will not prejudice the statutory rights of any party, including
those dealing as consumers.
- Online Services:
- Provided by WorkFusion. The Software facilitates Subscriber '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 Subscriber to activate the Software, obtain a WorkFusion ID, consent to Additional
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 10 states important
information regarding Internet connectivity and Subscriber 's privacy. As stated in Section 10, when
the Software accesses a WorkFusion Online Service, Subscriber's use of such WorkFusion Online Service
presented to Subscriber at that time.
- Provided by Third Parties. The Software may facilitate Subscriber's access to
websites maintained by third parties offering goods, information, software, and services ("Third Party
Online Services"). Subscriber'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 Subscriber and any third party in connection with a Third
Party Online Service, including such party's privacy policies and use of Subscriber'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 Subscriber 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.
- EXCEPT AS EXPRESSLY AGREED BY WORKFUSION OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT,
SUBSCRIBER'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 7.
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.
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.
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.
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 Order. 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.
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.
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.
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.
Entire Agreement. This EULA and the Subscription Order, 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.
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.
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.
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.
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:
OCR Pages. OCR pages in excess of the OCR Limit (as defined in the Subscription Order)
shall be purchased by Subscriber pursuant to the pricing set forth in the Subscription Order.
- 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 13.1 (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
The name RPA Express, RPA Express 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.