IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, A SINGLE LEGAL ENTITY) AND INNOVATIVE PROCESS SOLUTIONS, INC. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THIS SOFTWARE. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES.

1. DEFINITION

a) "FlowWright" means Innovative Process Solutions, Inc.’s  FlowWright BPM Solution.

b) "Software" means the executable code of Innovative Process Solutions, Inc. related to FlowWright and corresponding documentation, printed materials, online or electronic documentation.

c) "Named User" is an individual authorized by You to use the Software through the assignment of a license, regardless of whether or not the individual is using the Software at any given time. A non-human operated device is counted as a Named User in addition to all individuals authorized to use the Software, if such device can access the Software. 

2. LICENSE GRANTS

2.1 Trial Period License. You may download and use the Software for free for thirty (30) days after installation ("Trial Period"). During the Trial Period, Innovative Process Solutions, Inc. grants You a limited, non-exclusive, non-transferable, non-renewable license to copy and use the Software for evaluation purposes only and not for any commercial use. At Innovative Process Solutions, Inc.’s discretion, Innovative Process Solutions may provide limited support through email or FlowWright’s Jira-based support system. The evaluation copy of the Software contains a feature that will automatically disable the Software at the end of Trial Period. Innovative Process Solutions, Inc., will have no liability to you if this feature disables the Software.

2.2 License After Trial Period. This Software is licensed on an annual basis, not sold. During Trial Period, You have the option of paying a license fee in order to use the Software after expiration of the Trial Period or to continue using the Software at end of each annual license period. Upon your payment of the annual license fee, Innovative Process Solutions, Inc. provides you with a registration number ("License key") and grants you a limited, non-exclusive, non-transferable license to:

a) Use the Software on a Server basis with a defined limit on the number of users against one Production Server

b) copy the Software in machine-readable form solely for backup purposes.

c) Use the Software on a defined number of Developer/QA Servers that are not for production use.

If you do not pay the license fee before the Trial Period expires, the Trial License will be immediately terminated and you lose any right to the Software. 

If you are licensing by subscription fee then if you do not pay the license fee before the subscription period, typically one year, ends then the Subscription License will be immediately terminated and you lose any right to the software.

2.34 Certain rights are not granted under this Agreement, but may be available under a separate agreement. If you would like to enter into a distribution agreement contact Innovative Process Solutions, Inc. 

3. LICENSE RESTRICTIONS

3.1 You may not provide or make available by any means the License Key to any third party. You undertake to take such steps as are necessary in order to protect the License Key against unauthorized use.

3.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

3.3 You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute the Software or any part thereof.

3.4 You may not modify the Software or create derivative works based upon the Software.

3.5 You may not remove or obscure any copyright and trademark notices relating to the Software.

3.6 Limits on each type of license: developer or professional server license.



4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

4.1 This Agreement gives you limited rights to use the Software. Innovative Process Solutions, Inc. retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Innovative Process Solutions, Inc.. The structure, organization and code of the Software are valuable trade secrets and confidential information of Innovative Process Solutions, Inc.

5. PATENT AND COPYRIGHT INDEMNITY

5.1 Innovative Process Solutions, Inc. will defend and indemnify You for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes the copyright or other intellectual property rights of any third party, provided that:

(i) You notify Innovative Process Solutions, Inc. in writing within 30 days of the claim, (ii) Innovative Process Solutions, Inc. has sole control of the defense and all related settlement negotiations, and (iii) You provide Innovative Process Solutions, Inc. with the assistance, information, and authority necessary to perform the above.

5.2 Innovative Process Solutions, Inc. will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by Innovative Process Solutions, Inc. (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by Innovative Process Solutions, Inc. or under Innovative Process Solutions, Inc.'s direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Innovative Process Solutions, Inc. provides to You, or (iii)the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Innovative Process Solutions, Inc. if such infringement would have been avoided by the use of the Software without such programs or data.

5.3 In the event the Software is held or believed by Innovative Process Solutions, Inc. to infringe, or Your use of the Software is enjoined, Innovative Process Solutions, Inc. will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing, (ii) obtain for You a license to continue using the Software, (iii) substitute the Software with other Software reasonably suitable to You, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement. This Section states Innovative Process Solutions, Inc.'s entire liability for infringement.

6. LIMITED WARRANTIES

6.1 Innovative Process Solutions, Inc. warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions that may affect its rights to do so.

6.2 THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, EXCEPT AS PROVIDED IN SECTION 5.1, Innovative Process Solutions, Inc. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. Innovative Process Solutions, Inc. MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. Innovative Process Solutions, Inc. EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

7. NO REFUND

7.1 Because the Software is provided free of charge during the Trial Period to allow potential customers to evaluate and test it before paying the license fee, Innovative Process Solutions, Inc. enforces a strict no-refund policy. Please evaluate and test the Software carefully during the Trial Period. Once you pay the license fee, your payment is final and may not be reimbursed.

8. MAINTENANCE PACK

8.1 Software updates and upgrades are included with annual subscription. 

8.2 Standard technical support is provided via electronic mail at the following address: support@FlowWright.com or through FlowWright’s customer support portal https://flowwright.atlassian.net/servicedesk/customer/portal/1/user/login?destination=portal%2F1 , and by phone (with pre-paid purchase of live support hours) at (844) 200-1900 during business hours 9AM to 6PM, EST   time. Innovative Process Solutions, Inc. will use its best efforts to provide you with technical support within forty-eight (48) business hours of your request for standard electronic mail requests. Please check our website to find our latest contact information.

8.3 The latest information is provided on the web site at http://www.FlowWright.com. Please refer to our web site for additional information regarding Maintenance Pack (prices, online purchase, etc.)

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Innovative Process Solutions, Inc. OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF Innovative Process Solutions, Inc. OR ANY SUPPLIER, AND EVEN IF Innovative Process Solutions, Inc. OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Innovative Process Solutions, Inc. ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Innovative Process Solutions, Inc.'s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Agreement between Innovative Process Solutions, Inc. and you.

10 HIGH RISK ACTIVITIES

10.1 The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Innovative Process Solutions, Inc. and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

11. THIRD PARTY SOFTWARE

11.1 The Software does not contain third party software that requires additional terms and conditions. 

12. DURATION

12.1 This Agreement will terminate at the end of Trial Period unless You purchase an ongoing license by paying the license fee. In the event that You purchase an ongoing license prior to the end of the Trial Period, this Agreement shall remain in effect until terminated by either party. You may terminate the Agreement at any time by destroying all copies of the Software. Innovative Process Solutions, Inc. may terminate the Agreement upon breach of your obligations under the present Agreement.

13. GENERAL

13.1 Innovative Process Solutions, Inc. reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

13.2 If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

13.3 This Agreement is to be governed by and construed in accordance with the laws and jurisdiction of the defending party. Each party for itself and its property, hereby submits to the jurisdiction and venue of the defending party in relation to any claim or dispute that may arise with respect to this Agreement and any judgment that may be rendered in connection with any such claim or dispute. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.4 You may not assign this Agreement in whole or in part, without Innovative Process Solutions, Inc.’s prior written consent. Any attempt by You to assign this Agreement without such consent will be null and void.

13.5 This Agreement contains the entire agreement between Innovative Process Solutions, Inc. and You related to the software and supersedes all prior agreements and understandings, whether oral or written. All questions concerning this Agreement shall be directed to support@FlowWright.com