IT Service Management Toolkit Vol. 1 distribution permissions and end-user license agreement

End User License Agreement (“EULA”)

The following is a notice (the “Agreement”) to the user, consumer and/or purchaser (the “User” or
“Licensee”) of products (the “Product” or “Software”) from ProcessWorx™ and/or (“the Vendor” or “Licensor”). By using all or any portion of the software you accept all the terms and conditions herein and agree to comply with the agreement, and understand that the agreement is enforceable in equivalent as a written negotiated agreement signed by the User. If you do not agree, please refrain from using this software. If the software was acquired as tangible media (i.e. in compact disc or “CD” format) without an opportunity to review this license and/or you do not accept this agreement, you may obtain a refund of the amount you originally paid by returning it with proof of payment to the location of original procurement within thirty (30) days of the purchase date.

This Agreement applies to all accompanying electronic files and content ("Digital Content"), whether downloaded or physically delivered, and confirms the Licensee’s subsequent agreement to be bound by and become a party to this License Agreement.

The Vendor hereby grants the User a non-exclusive, non-transferable license to download, install and use this Product under the following terms and conditions:

1. Software License. As long as the User complies with the terms of this Agreement, the Vendor grants the User a non-exclusive license to Use the Software for the purposes described in the documentation accompanying the Product (the “Documentation”). Third party materials included in the Software may be subject to other terms and conditions, which should be read, understood and accepted by the User.

1.1 Software Users. This Software is sold in Single User and Add-on licenses per user location. Each Single User license authorizes a single user access to the Software for the purposes of using the example documentation and templates for their own purposes. For licensing purposes, a user is defined as any one individual who will be using the Software to plan and draft documentation based on the guidance, templates and examples found in the Software. Add-on licenses can be purchased to license additional users within the same organization, but do not constitute any right to authorize access to the Software outside of that organization. Each company location must be licensed with a Single User License and the appropriate number of Add-on Licensees.
Licensing Example: If you have five (5) employees at the location of purchase AND all five (5) employees will be using the Software, one (1) Single User License and (4) Add-on Licenses. To license a second company site with two (2) additional staff members, licensing would require one (1) additional Single User License and one (1) Add-on License.

1.2 Software Installation. The Single User license allows for installation on a single computer. The User may install and view the Software on one computer, which may be a desktop computer or a portable laptop computer. The primary User of the computer on which the Software is installed may also install the Software on a home computer; however, the Software may not be used simultaneously on more than one computer system at any given time. Each Add-on License allows for installation on an additional computer as noted previously. You may install the Software on a shared network if sufficient Add-on Licenses have been purchased, and if access to the shared network location is restricted to only those Users who are licensed to use the Software.

1.3 Software Distribution. You may not copy or distribute the Software to unlicensed users without the written permission of the Vendor; all requests to distribute software
must be reviewed by the Vendor to determine if additional license fees are required. The Software may not be leased or loaned to a third party.

1.4 Software Backup. The User may make one backup copy of the Software, provided the backup copy is not installed or used on any computer system. You may not transfer the rights to a backup copy unless the User transfers all rights in the Software as provided.

2. Intellectual Property Rights. All Software content is copyrighted under the U.S. Copyright laws; the Vendor owns the copyright and all associated Software and content.

2.1 The Software and any Vendor authorized copies is the intellectual property of the Vendor, which also retains full ownership and inherent rights associated with the Software and content.

2.2 Although the User may alter certain content for the explicit purposes of use within their organization, the User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer of, create derivative works from or in any way exploit any of the Software content, in whole or in part, for the purposes of sale or resale. The unauthorized submission or distribution of copyrighted or other proprietary content is illegal and could subject the purchaser to criminal prosecution as well as personal liability for damages in a civil suit. Purchaser will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission. Use of the Software constitutes full agreement by the User(s) relative to the terms and conditions outlined herein.

3. Intent and Fitness of Merchantability. This Software publication is designed to provide accurate and authoritative information in regard to the subject matter covered. A license to use the Software is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other related services. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

3.1 The Vendor neither guarantees that the information in the Software is error-free, nor warrants that the Software will meet any specific User requirement(s), or that the operation of the Software will be uninterrupted and/or error-free. All Software is provided "as is" without warranty of any kind, either express or implied or statutory, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the results and performance of the Software is assumed by the User(s). In no event will the Vendor be liable for any damages, including, without limitation, incidental and consequential damages and damages for lost data or profits arising out of the use or inability to use the Software, even if a Vendor representative has been advised of the possibility of such loss, damages, claims or associated costs claimed by any User and/or third party entity.

3.2 Any assumed liability of the Vendor shall be limited to the amount actually paid by the User(s) for the Software.

4. Software and Content Transferability. All User(s) agree not to rent, lease, sublicense or authorize any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. However, the User may transfer rights to use the Software to another person or legal entity provided that: (a) you also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and/or prior versions, and all copies of font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer, (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which the User legally purchased a license to the Software,
and (d) the Vendor is notified of the transfer and is provided appropriate and adequate User information to ensure knowledge of actual Software use.

5. Limitation of Liability and Indemnity. All Software and/or Documentation made available to the User(s) either by download from the Vendor or delivered as a physical product to the User(s) is the copyrighted work of the Vendor and/or its licensors. Software and documentation ownership is retained by the copyright holder. You are only licensed to use the software subject to all restrictions contained in this End User License Agreement and/or any materials accompanying software products.

5.1 The User(s) expressly agree(s) that any software or other downloaded content otherwise obtained through the use of the Vendor website is done at their own discretion and risk and that they will be held solely responsible for any damage to their network(s) and/or computer system(s) and/or any loss of data that results from the Software and/or other site content.

5.2 The Vendor is not responsible for any damage to any entity employed by the User(s) as a result of information used, in whole or part, on behalf of the User(s) for the purposes of implementing concepts, examples, guidelines or derivative works of the software, tools, templates or reference materials made available herein.

5.3 The Vendor shall not be liable to the User(s) and/or Licensee(s) for any loss of profits, business opportunities or data, or any special, indirect or consequential losses or damages of any kind whatsoever, whether caused by the negligence of the Licensor or otherwise.

5.4 The Vendor shall have no liability arising out of content provided by the Licensee or a third party that is accessed through the Digital Content and/or any material linked through such content.

5.5 Nothing in this License affects any liability of the Licensor for death or personal injury caused by negligence.

5.6 Neither party shall be liable for failure to perform its obligations under this License if such failure is caused by force majeure, which shall include but not be limited to an Act of God, war, natural disaster, fire, flood, explosion or earthquake or any other circumstances outside that party`s reasonable control.

5.7 The Licensee shall indemnify the Licensor against any loss or liability arising from the unauthorized use of the Digital Content by the Licensee.

6. Assignment. This License is personal to the Licensee, and may not be assigned without the Licensor`s express written consent. The User(s) fully accept(s) all terms and conditions herein at the time of receiving any Software and/or associated Content.

7. Termination. The Licensor may terminate this License with immediate effect by giving written notice to the Licensee if the Licensee commits a material breach of its obligations under this License, becomes bankrupt or goes into liquidation, receivership or administration or ceases to carry on business.

7.1 If, for any reason the license terminates, the Licensee agrees to delete all copies of the Software and make no further use of it. If the Licensee chooses not to accept these terms, the licensor must be notified within two (2) business days AND Licensee must delete all copies of the Software and make no further use of it, without subsequent refund of any fees incurred.

7.2 The provisions of this Agreement shall survive the termination of this Agreement, howsoever caused, but does not imply or create any continued right to use of the Software after Agreement termination.

8. Notices. Unless otherwise stated within this License, any notices to be given by either party to the other shall be in writing and shall be delivered by hand, electronic mail (other than for the purpose of legal process) or pre-paid post to the other at its principal or last known address.

9. Entire Agreement and No Waiver. This License represents the entire agreement between the parties in relation to the subject matter of this License and supersedes all other agreements or representations made by either party, whether oral or written. Nothing in this License affects any liability for fraudulent misrepresentation. No waiver by the Licensor of any default of the Licensee under this License shall operate or be construed as a waiver by the Licensor of any future defaults, whether of a like or different character. Additionally, no granting of time or other forbearance or indulgence by the Licensor to the Licensee shall in any way release, discharge or otherwise affect the liability of the Licensee under this License.

10. License Compliance. All Users, Licensees, businesses and/or organizational entities agree that upon request from the Vendor such entities will, within thirty (30) days, fully document and certify that use of any Vendor Software at the time of the request is in conformity with valid, purchased licenses from the Vendor.

11. Governing Law. This License shall be governed by the laws of the United States and the parties agree to submit to the exclusive jurisdiction of all applicable laws in the United States and/or any and all countries consuming the Digital Content herein.

11.1 The User agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). This Agreement will be governed by and construed in accordance with the substantive laws in force.

11.2 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

© Copyright 2004-2005 ProcessWorx™. All rights reserved. The material contained herein may not be reproduced, distributed, publicly performed or otherwise used, except with the prior express permission of the Licensor and/or as outlined in this agreement. Any other trademarks referenced herein and/or within the Software are the properties of their respective owners.

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