BIZAGI END USER LICENSE AGREEMENT

PLEASE READ THIS END-USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY INSTALLING OR USING THE BIZAGI SOFTWARE THAT ACCOMPANIES THIS EULA (“SOFTWARE”), YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. IN ADDITION, BY INSTALLING, COPYING, OR OTHERWISE USING UPDATES THAT YOU RECEIVE AS PART OF THE SOFTWARE MAINTENANCE, YOU AGREE TO BE BOUND BY THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES. IF YOU DO NOT AGREE TO THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES, YOU MAY NOT INSTALL, COPY, OR USE SUCH UPDATES.

General. This EULA is a legal agreement between you (either an individual or a single entity) and Bizagi Limited (“Bizagi”). This EULA governs the Software, which includes computer software (including online and electronic documentation) and any associated media and printed materials. This EULA applies to license key codes, updates, supplements, add-on components, and also governs any product support services relating to the Software.
License Grant. Under the terms and conditions of this Agreement, Bizagi grants you the non-exclusive, non-transferable, non-sublicensable right to use the enclosed software program, in object code form only. Bizagi grants you the following rights, conditioned on your compliance with all the terms and conditions of this EULA:
1. Bizagi BPM Server (“Server Software”). You may install a copy of the Server Software on a single server for the Xpress Edition, and on multiple servers for Enterprise .NET and Enterprise JEE Editions.
2. Client Access License (CAL). You need a separate CAL (Client Access License) for each individual person (“User”) that accesses or uses the Server Software. A CAL is not a software product; rather it is a license that gives a User the right to participate in a running process and to access or use the services of the Bizagi BPM Server. The server itself does not require any license. CALs must be the same version or later than the Server Software being accessed. CALs must be the same edition (Xpress, Enterprise .NET or Enterprise JEE) than the Server Software being accessed.
3. Initiator License. It is a restricted license and gives users the right to initiate cases and participate in subsequent activities (e.g. enters additional info, adjust/update existing information or documents) of the same process instance (case) they initiated. You need a separate Initiator License for each individual external (internet) user. Initiator Licenses only apply to users who are NOT employees of the company that licensed Bizagi. For internal users (employees) full licenses (CAL) must be purchased irrespective of the way they use Bizagi.
4. No "Multiplexing" or "Pooling." Use of software or hardware that reduces the number of Users directly accessing or utilizing the Server Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of Client Access Licenses required; the required number of Client Access Licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end."
5. Bizagi Studio. Customers who have purchased CALs also have the right to install and use Bizagi Studio free of charge on an unlimited number of computers.
6. Development and Testing. Customers who have purchased CALs have the right to install and use the Bizagi Program free of charge on a development and testing environment for maximum a number of users equivalent to the number of CALs purchased. This environment can be used only for the purpose of developing and testing, and under no circumstances will be used in production to handle real requirements and transactions.
Key Codes. Upon acceptance of this EULA, you will receive a key code that will enable you to activate or operate the Bizagi Software. You may not relicense, reproduce or distribute any key code. Activation is mandatory and associates the use of the software with a specific customer installation (server). During activation, the software will send information to Bizagi. This information includes the software version, the key code, language and Internet protocol address. By using the software, you consent to the transmission of this information. You can activate the software by Internet.
License Restrictions. The Software is protected by copyright and other intellectual property laws and treaties. Bizagi or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. Bizagi reserves all rights not expressly granted to you in this EULA. You may not modify or alter the Software in any way. You may not disassemble, decompile or reverse engineer the Software in order to obtain the source code, which is a trade secret of Bizagi. You may not lease, sublicense or otherwise rent the Software and accompanying documentation.
Term. If you licensed the software on a perpetual basis, this license is effective perpetually, unless terminated as set forth in this EULA. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You have the option to extend your subscription. If you extend your subscription, you may continue using the software until the end of your extended subscription period.

In any case you may terminate the license by destroying the Software and accompanying documentation and all copies thereof. This license will also terminate if you fail to comply with any term or provision of this Agreement. You agree upon such termination to cease all use of the Software and destroy the Software and accompanying documentation and all copies thereof.
Evaluation Software. Software identified as "Evaluation Copy" may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation. You can install and use the Bizagi Software free of charge for a maximum of 10 Users in each installation in the case of the Xpress Edition, and for a maximum of twenty (20) Users in the case of the Enterprise .NET and Enterprise JEE Editions. You may install maximum three (3) copies of the software. You may not use the software in a live operating environment. The evaluation period is not limited in time. You have the option to convert your evaluation rights to subscription or perpetual rights by purchasing licenses and activating them.
Academic Software. To use Software identified as “Academic Software” you must be a not-for-profit school, college, university, or institution of higher education. You can install and use the Bizagi Software free of charge for a maximum of 10 Users in each installation (each Server) in the case of the Xpress Edition, and for a maximum of twenty (20) Users in the case of the Enterprise .NET and Enterprise JEE Editions. Users must be students, faculty or staff members authorized by You to use the Software while performing duties within the scope of their employment or assignment. You can use the Software for non-commercial, educational purposes only, including conducting academic research or providing educational services.
Not for resale Software. Software identified as "Not For Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation. You can install and use the Bizagi Software free of charge for a maximum of 10 Users in each installation (each Server) in the case of the Xpress Edition, and for a maximum of twenty (20) Users in the case of the Enterprise .NET and Enterprise JEE Editions.
Consent to use of data. You agree that Bizagi and its subsidiaries may collect and use technical information that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Bizagi Software, and to verify compliance with the terms of this License. Bizagi may use this information solely to improve our products or to provide services or technologies to you and will not disclose this information in a form that personally identifies you.
Software Maintenance. Bizagi provides no technical support for the version of the Bizagi software product edition that you have licensed unless you have elected to purchase a “Maintenance Package (“MP”). The Maintenance Period covered by such MP shall be the number of years in respect to which you have purchased an MP. Maintenance must be purchased at least for the first year for each new license you purchase. Additional users may be added during the Maintenance Period, and they are subject to the following: (i) Maintenance for added users of Xpress Edition will be coterminous with the preexisting Maintenance Period (either Initial Maintenance Period or renewed Maintenance Period); (ii) users of Xpress Edition added in the middle of a Maintenance Period will be charged in full for that Maintenance Period.

All Technical support is provided via a Web-based support form only, and there is no guaranteed response time. If you have purchased MP, then solely for the duration of the Maintenance Period, you are eligible to receive the version of the Bizagi Software edition that you have licensed and all maintenance releases and updates for that edition that are released during your Maintenance Period. For the duration of your MP’s Maintenance Period, you will also be eligible to receive upgrades to the comparable edition of the next version of the Software that succeeds the Software edition that you have licensed for applicable upgrades released during your Maintenance Period. Software that is introduced as separate product is not included in MP. Maintenance releases, updates and upgrades may or may not include additional features. Bizagi will make commercially reasonable efforts to respond via e-mail to all requests within forty-eight (48) hours during Bizagi’s business hours (MO-FR, 8am– 6pm GMT-5) and to make reasonable efforts to provide work-arounds to errors reported in the Software.

During the Maintenance Period you may also report any Bizagi Software problem or error to Bizagi. In its sole discretion, Bizagi may elect to correct or provide a usable work-around solution in an upcoming maintenance release or update, which is made available at certain times at Bizagi’s sole discretion. If Bizagi, in its discretion, requests written verification of an error or malfunction discovered by you or requests supporting example files that exhibit the Bizagi Software problem, you shall promptly provide such verification or files by email, setting forth in reasonable detail the respects in which the Bizagi Software fails to perform. You shall use reasonable efforts to cooperate in diagnosis or study of errors. Bizagi may include error corrections in maintenance releases, updates, or new major releases of the Bizagi Software. Bizagi is not obligated to fix errors. Whether or not you have purchased the Maintenance Package, technical support only covers issues or questions resulting directly out of the operation of the Bizagi Software and Bizagi will not provide you with generic consultation, assistance, or advice under any circumstances.

In the event that the cause of the problem cannot be attributed to Bizagi products, the time spent to analyze and work on the resolution of the problem will be charged to the customer, at a rate of 100 US dollars per hour or fraction thereof.

Updating Bizagi Software may require the updating of software not covered by this EULA before installation. Updates of the operating system and application software not specifically covered by this EULA are your responsibility and will not be provided by Bizagi. Bizagi’s support obligations under this Section are contingent upon your proper use of the Bizagi Software and your compliance with the terms and conditions of this EULA at all times. Bizagi shall be under no obligation to provide the above technical support if, in Bizagi’s opinion, the Bizagi Software has failed due to the following conditions: (i) damage caused by the relocation of the software to another location or CPU; (ii) alterations, modifications or attempts to change the Bizagi Software without Bizagi’s written approval; (iii) causes external to the Bizagi Software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure; (iv) your failure to maintain the Bizagi Software at Bizagi’s specified release level; or (v) use of the Bizagi Software with other software without Bizagi’s prior written approval. It will be your sole responsibility to: (i) comply with all Bizagi-specified operating and troubleshooting procedures and then notify Bizagi immediately of Bizagi Software malfunction and provide Bizagi with complete information thereof; (ii) provide for the security of your confidential information; (iii) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.

Bizagi reserves the right not to continue offering technical support for some of its programs, complying with the periods previously contracted. In the event that Bizagi decides to do so, Bizagi will give notice by means of an announcement that will be published on the support website. The announcement will contain the date upon which the Programs will no longer have technical support, and information regarding the migration options. These announcements are subject to change.
Limited Warranty. Bizagi warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. Bizagi does not guarantee that the Programs will operate error-free or uninterruptedly, or that Bizagi will correct all Program errors. The warranties indicated herein are exclusive and Bizagi grants no other warranties, including but not limited to warranties of merchantability and fitness for a particular purpose.

In the event that Bizagi should breach any of the above warranties, its exclusive responsibility and your exclusive option will be: Bizagi will make its best efforts to correct the errors caused by the breach of the warranty, or if Bizagi cannot correct the errors in a commercially reasonable manner, you may end the respective Program license and Bizagi will reimburse you for the fees paid for said license, as well as the unused Maintenance fees paid for said licenses. The reimbursements indicated herein will be paid within 60 business days from the date the license is terminated.
Warranty Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY BIZAGI AND ITS SUPPLIERS. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to you. This limited warranty gives you specific rights and you may have other rights, which vary from state to state, country to country.
Limitation of Liability. IN NO EVENT SHALL BIZAGI OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL BIZAGI’S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OUT OF WHICH SUCH CLAIM AROSE. In those jurisdictions that do not allow the exclusion or limitation of damages, Bizagi’s liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

Notwithstanding the foregoing, Bizagi will defend and indemnify Licensee against any third party claim that the Bizagi Software infringes the copyright or patent of any third party.
Export Restrictions. You acknowledge that the Software is subject to British export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
Miscellaneous
1. Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.
2. Governing Law. If you acquired this Software in the United States, this EULA is governed by the laws of the State of Delaware. If you acquired this Software in any other country, then the validity and performance of this EULA shall be governed by the laws of England. The application of the United Nations Convention on Contracts for the International Sale of Goods to this EULA is expressly excluded.
3. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Bizagi and may be amended only in a writing signed by both parties.