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ProcessModel End-User License Agreement

PROCESSMODEL DESKTOP APPLICATION SOFTWARE

This is a legal agreement between you (an individual or an entity), the end user, and ProcessModel, Inc. This applies to the software named above, which includes the media on which you received it, if any. If you do not agree to the terms of this Agreement, promptly return this product and accompanying items (including written materials and binders or other containers) to the place you obtained them for a full refund. BY INSTALLING, LICENSING, OR OTHERWISE USING THE SOFTWARE PRODUCT OR ITS SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. These terms also apply to any ProcessModel updates, supplements, model objects, Internet-based services, model building services and support services for this software, unless other terms accompany those items. If so, those terms apply.

AS DESCRIBED BELOW, USING THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING ACTIVATION, VALIDATION, UPDATES, AND FOR INTERNET-BASED SERVICES. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU ACQUIRE.

  1. OVERVIEW. The software is licensed on a per copy per device basis. A hardware partition or blade is considered to be a separate device.
  2. INSTALLATION AND USE RIGHTS.
    1. One Copy per Device. This ProcessModel End-User License Agreement (“this License”) permits you to use one copy of the ProcessModel software product (“the Software”) on any single computer. That device is the “Licensed Device.” You must acquire and dedicate a license for each separate computer on which the Software is installed or run from the storage device. A License for the Software may not be shared or used concurrently on different computers.
    2. Licensed Device. You may only use one copy of the Software on the licensed device at a time.
    3. Portable Device. If the Software is permanently installed on the hard disk or other storage device of a computer, then the person authorized to use such computer also may use the Software on a portable computer, laptop, tablet, or home computer so long as the Software is not used on both computers at the same time.
    4. Separation of Components. The components of the software are licensed as a single unit. You may not separate the components and install them on different devices.
    5. Alternative Versions. The software may include more than one version, such as 32-bit and 64-bit. You may install and use only one version at a time.
    6. Rights to Use. If the person’s authorization to use the Licensed Device ceases for any reason (e.g. termination of employment), then such person’s authority to use the software on a portable computer, laptop and home computer will cease.
    7. Network Server. A LAN (Local Area Network) connection/link is required between the server and the client(s). Installation and/or usage of a network server will require a license for every user who accesses the Software at any time.
    8. TRANSFER TO A THIRD PARTY. The first user of the software may make a one-time transfer of the software and this agreement, by transferring the genuine proof of license directly to a third party. The first user must remove the software before transferring it separately from the licensed device. The first user may not retain any copies of the software. Before any permitted transfer, the other party must agree that this agreement applies to the transfer and use of the software. If the software is an upgrade, any transfer must also include all prior versions of the software.
    9. UPGRADES. If the Software is labeled as an upgrade, you must be properly licensed to use a product identified by ProcessModel as being eligible for the upgrade in order to use the Software. The Software labeled an “upgrade” replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. The upgrade may not be separated for use from the product, or transferred separately or used on more than one computer except as set forth above.
    10. LICENSE EXPIRY. Software license will expire if the version purchased becomes more than 1 version old, and is not maintained with Maintenance & Support (M&S). Example: version 5.5 will expire when version 5.7 or above is released and M&S for the license has expired. A user may continue to use an old version that has been previously installed and licensed in agreement to the terms of this license agreement, until it is removed or uninstalled. A new license will not be provided for an expired license.
  3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
    1. Multiplexing. Hardware or software you use to pool connections, reroute information, or reduce the number of devices or users that directly access or use the software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses you need.
    2. Use with Virtualization Technologies. Instead of using the software directly on the licensed device, you may install and use the software within only one virtual (or otherwise emulated) hardware system on the licensed device.
    3. Remote Access. The single primary user of the licensed device may access and use the software installed on the licensed device remotely from any other device. You may allow others to access the software to provide you with support services. You do not need additional licenses for this access. No other person may use the software under the same license at the same time for any other purpose.
    4. Trial and Conversion. Some or all of the software may be licensed on a trial basis. Your rights to use trial software are limited to the trial period. The trial software and length of the trial period are set forth during the activation process. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented to you at the expiration of your trial period. After the expiration of any trial period without conversion, access to the software will be locked.
    5. Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. See the software activation screens or other accompanying materials for subscription details. After the expiration of your subscription, access to the software will be locked.
  4. MANDATORY ACTIVATION. Activation associates the use of the software with a specific device. During activation, the software will send information about the software and the device to ProcessModel. This information includes the version of the software, language, operating system, client information provided manually, hardware key of the software, the Internet protocol address of the device, and information derived from the hardware configuration of the device. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. If properly licensed, you have the right to use the version of the software installed during the installation process up to the time permitted for activation. UNLESS THE SOFTWARE IS ACTIVATED, YOU HAVE NO RIGHT TO USE THE SOFTWARE AFTER THE TIME PERMITTED FOR ACTIVATION. This is to prevent its unlicensed use. YOU ARE NOT PERMITTED TO BYPASS OR CIRCUMVENT ACTIVATION. You can activate the software by Internet, email, or telephone. If you do so, Internet, email, or telephone service charges may apply. Some changes to your computer components or the software may require you to reactivate the software. THE SOFTWARE WILL REMIND YOU TO ACTIVATE IT UNTIL YOU DO.
  5. INTERNET-BASED SERVICES. ProcessModel provides Internet-based services with the software. It may change or cancel them at any time.
    1. Consent for Internet-Based Services. The software features described below connect to ProcessModel or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when you connect. In some cases, you may switch off these features or not use them. USING THESE FEATURES, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. ProcessModel does not use the information to identify or contact you.
    2. Computer Information. The following features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, and name and version of the software you are using, and the language code of the device where you installed the software. ProcessModel uses this information to make the Internet-based services available to you.
    3. Web Content Features. Features in the software can retrieve related content from ProcessModel and provide it to you. Examples of these features are Model Objects, and updates to the software. You may choose not to use these web content
    4. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
  6. Model Objects. All Model Objects (MOs) are thoroughly tested and reviewed, and are provided with the intent to help users achieve redundant tasks quickly and easily. The MOs provided within the Software and through other ProcessModel online services come without any risk or liability to ProcessModel, the licensed user will be responsible for making sure that the MOs work as intend to, for their model.
  7. Demo Models. All Demo Models (DMs) are thoroughly tested and reviewed, and are provided with the intent to help customers learn the basics of model building quickly and easily. The DMs provided within the Software and through other ProcessModel online services come without any risk or liability to ProcessModel, the licensed user will be responsible for making sure that the DMs work as they are intended to.
  8. Process Manager. Process Manager (PMGR) is provided as a cloud based backup and version control Document Management System (DMS).
    1. When a user uses our PMGR, the user provides us with things like models created with ProcessModel, files, content, email messages, contacts and so on (“User Stuff”). User Stuff belongs to the user. These Terms don’t give us any rights to User Stuff except for the limited rights that enable us to offer the PMGR.
    2. PMGR lets users share User Stuff with others within the user organization, so please think carefully about what you share
    3. User is responsible to safeguard their password to the PMGR, and making sure that others don’t have access to it, and keep user account information current.
    4. ProcessModel strives to provide great services for PMGR. ProcessModel will provide backup service for the data, and will ensure data security, but there are certain things that ProcessModel can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, PROCESSMODEL AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE PMGR, PMGR SECURITY, AND PMGR BACKUP SERVICES. THE PMGR IS PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states don’t allow the disclaimers in this paragraph, so they may not apply to you.
    5. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROCESSMODEL, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT PROCESSMODEL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $500 OR THE AMOUNTS PAID BY YOU TO PROCESSMODEL FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states don’t allow the types of limitations in this paragraph, so they may not apply to you.
  9. Model Building Services Model building services may come packaged with the Software, where this kind of service is specifically mentioned in the purchase invoice, or may be purchased separately at an added cost, and included with the originally purchased Software as an add-on service.
    1. Model Building Services are provided based on the terms of this agreement, and includes any Non-Disclosure Agreements signed by an authorized representative of ProcessModel.
    2. Model Building Services are provided without any risk or liability to ProcessModel when implementing the computer generated simulation/model in real/physical life/scenario.
    3. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROCESSMODEL, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT PROCESSMODEL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE MODEL BUILDING SERVICES MORE THAN THE GREATER OF $500 OR THE AMOUNTS PAID BY YOU TO PROCESSMODEL FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states don’t allow the types of limitations in this paragraph, so they may not apply to you.
  10. Maintenance & Support (M&S). One year of M&S is provided with a License purchase. M&S for additional years may be purchased at a cost, or after the expiry of the first year of M&S. M&S includes the following services.
    1. Customer support for basic questions regarding ProcessModel install, and usage. The answers to which are available in the User’s Guide and on the ProcessModel blog.
    2. Queries & help regarding basic model building. The answers to which are available in the User’s Guide and on the ProcessModel blog. This does not include building a model, help to build a model, help in creating new scenarios/MOs or ways to counter user specific model building problems.
    3. Help with any simulation errors will be provided that may, or may not be published in the User’s Guide.
    4. Access to the Process Manager is provided based on the terms provided in this agreement, specifically terms under section 8, and is subject to the validity of M&S.
    5. Access to the Model Objects Library is provided from within ProcessModel and is based on the terms provided in this agreement, specifically terms under section 5, and is subject to the validity of M&S.
    6. Access to the Blog is provided online and is based on the terms provided in this agreement, specifically terms under section 5, and is subject to the validity of M&S.
    7. Unlimited upgrades within the version are provided free of cost. This is subject to the validity of M&S. Upgrades within the same version are free, while upgrades to major versions will have a cost. Example: Upgrade from version 5.5 to version 5.6 will be free if M&S is valid, an upgrade from 5.6,7,8, or 9 to version 6.0 or above will have a cost, and will not be free even if M&S has not expired.
  11. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the features included in the software edition you licensed. ProcessModel reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not
    1. Work around any technical limitations in the software;
    2. Reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
    3. Make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
    4. Publish the software for others to copy;
    5. Use the software in any way that is against the law;
    6. Rent, lease or lend the software; or
    7. Use the software for commercial software hosting services.
  12. BACKUP COPY.
    1. Media. If you acquired the software on a disc or other media, you may make one backup copy of the media. You may use it only to reinstall the software on the licensed device.
    2. Electronic Download. If you acquired and downloaded the software online, you may make one copy of the software on a disc or other media in order to install the software on the licensed device. You may also use it to reinstall the software on the licensed device.
  13. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.”
  14. ACADEMIC SOFTWARE. You must be currently studying, or teaching at a university, collage or a school to be able to use the software for academic purpose.
  15. OWNERSHIP. Title, ownership rights, and intellectual property rights in and to the Software will remain in ProcessModel and is protected by United States copyright laws and international treaty provisions. There is no transfer to you of any title to or ownership of the Software and this License should not be construed as a sale of any right in the Software. You must treat the Software like any other copyrighted materials, except that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided that you keep the original solely for backup or archival purposes. You may not copy written materials accompanying the Software. You may modify the Software and/or merge it into another computer program to the extent necessary for your own use on the network or computer, but any portion of the Software merged into another computer program will continue to be subject to this License.
  16. LIMITED WARRANTY. ProcessModel WARRANTS THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY ACCORDING TO THE ACCOMPANYING WRITTEN MATERIALS FOR ONE (1) YEAR FROM THE DATE OF ORIGINAL PURCHASE. ProcessModel DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) CONCERNING THIS SOFTWARE AND ITS ACCOMPANYING WRITTEN MATERIALS. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. This limited warranty gives you specific legal rights. You may have others which vary by jurisdiction.
  17. REMEDIES. ProcessModel’s entire liability and your exclusive remedy will be replacement of the Software by ProcessModel that does not meet ProcessModel’s Limited Warranty and that is returned to ProcessModel with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
  18. LIMITATION OF LIABILITY. In no event will ProcessModel or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the Software, even if ProcessModel has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitations of consequential or incidental damages, the above limitations may not apply to you.
  19. EXPORT RESTRICTIONS. You may not export or re-export the Software or any underlying information of technology except in full compliance with all United States and other applicable laws and regulations.
  20. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause as DFARS 252.227-7013 or subparagraphs (c) (1), and (2) of the Commercial Computer Software– Restricted Rights at 48 CFR 52.227-19, as applicable, and any amendments thereto. Contractor/manufacturer is ProcessModel, Inc., 10602 Covered Bridge Dr., Provo UT 84660, USA.
  21. MISCELLANEOUS PROVISIONS. This License is governed by the laws of the State of UTAH, USA (and not by the 1980 United Nations Convention on Contacts for the International Sale of Goods, as amended). This is the entire agreement between us relating to the Software and supersedes any purchase order, communication, advertising, or representation concerning the Software. No change or modification of this License will be valid unless it is in writing and is signed by ProcessModel. If this Software was acquired outside the United States, then local law may apply.
  22. U.S. Government Use.a. This Article 22 applies whenever the licensee is the U.S. Government, In such cases, the terms and conditions of this article shall pertain to the licensee’s use and disclosure of the Software and Documentation, and shall supersede any conflicting contractual terms or conditions.b. The governing law provision of Article 20 of this EULA shall not apply to the U.S. Government. Disputes with the U.S. Government shall be subject to resolution pursuant to the Contract Disputes Act of 1978, as amended.

For more information about ProcessModel’s licensing policies, please contact ProcessModel Customer Service, or write: ProcessModel Customer Sales and Service, 10602 Covered Bridge Dr., Provo UT 84660, USA.

End User License Agreement – Revised 1/15

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