ProcessMaker Commercial License 1.0
This ProcessMaker Commercial License ("License") is a limited use license for the distribution of additional plug-ins and packages containing plug-ins, created for software created and/or distributed by Colosa, Inc. (hereby referred to as "ProcessMaker" or "Colosa") to users with a valid ProcessMaker Professional Subscription Agreement. It grants access to source code and rights to use and modify the software for internal commercial purposes in accordance with the terms hereof and the applicable annex. References to this License with specific terms are references to the terms set out below and such applicable terms specified in the Annex hereto.
It is effective when you execute this License by selecting the "Accept" button at the end of the license when online, by signing an Professional Services Subscription Agreement Order Form, or via the ProcessMaker Central Plug-in Repository download function, as the case may be and payment for the licensed software has been received by ProcessMaker.
You confirm you have read, understood and agree to the terms and conditions and to the use of English as the language of this Agreement, which may be incorporated in other documents or executed via facsimile, electronic online communications, or via emailed PDF-format document (or other mutually agreeable document format). The person accepting this Agreement warrants that he/she has authority to do so on behalf of Licensee.
2.1. License grant
In consideration for payment of the license fees set out in clause 3 and subject to compliance with the terms of this agreement, the Licensor hereby grants You a world-wide, non-exclusive, non-transferable license to use, reproduce and modify the Original Work and make Derivative Works based on the Work, limited to use of the Work within your business for your own business purposes.
2.2 License conditions
a) Conditions as to License term, licensed users and support are set out in the Professional Services Subscription Order Form.
b) License key. You may only use the ProcessMaker software with a valid License Key under your PMPSA (as defined therein).
c) Attribution right: You shall keep intact all copyright, patent or trademarks notices and all notices on the Work that refer to the License/Licensor and to the disclaimer of warranties.
2.3 ProcessMaker Partner Development/Testing license
If and while You have a valid ProcessMaker Partner Program Agreement signed with Colosa, Inc. in force, the Licensor grants You a royalty-free, world-wide, nonexclusive, non-transferable limited license to use the Software only for the purpose of developing, testing, prototyping, training on and demonstrating the Software alone or with an application of Yours that is executed together with ProcessMaker BPM software (including any extensions thereof) for distribution to third parties who have or have agreed to enter into an PMPSA, and not for any other purpose. Such license includes the rights to reproduce and modify the Original Work and make Derivative Works based on the Work. The limitations set out in clause 2.2 do not apply to this development/testing license.
2.4 Non-permitted uses
All other uses of the Work not specifically permitted under clause 2.1 and 2.3 are prohibited including, for the avoidance of doubt, any Distribution or Communication of the Work without the specific prior written permission of the Licensor. As an exception to the above, You may distribute or communicate the Work to a third party for the sole purpose of having them make modifications exclusively for you or provide You with facilities for running the Work, provided they do so exclusively on your behalf, under your direction and control, on terms that prohibit them from making any copies of Your copyrighted and confidential material outside their relationship with You.
Nothing in this License is intended to deprive the Licensee of the benefits from any exception or limitation to the exclusive rights of the rights owners in the Work, of the exhaustion of those rights or of other applicable limitations thereto.
In consideration for the license grant set out in clause 2.1, You undertake to pay ProcessMaker (for itself or on behalf of the Licensor) the amount/s specified in the Professional Services Subscription Order Form (if any), or as indicated in your electronic check out cart within the ProcessMaker Central Plug-in Repository and any renewal thereof ("License Fee") or other electronic means. Payment for the initial License Fee (if any) shall be due and payable upon or before checking out and downloading the Work. On renewal, any annual license fee will be credited to your account and payment will be due. All license fees are non-refundable once paid.
Additional Licensed User Fee: When adding additional licensed users under the Support Subscription Agreement Order Form, you shall pay to ProcessMaker (for itself or on behalf of the Licensor) a fee for such additional users in respect of the License and support of the Software. This fee shall be assessed at the then current rate, and shall be due and payable upon updating your PMPSA for such additional licensed users.
Any failure to pay the License Fees (if any) will result in automatic revocation and termination of this Agreement and all rights and licenses granted hereunder.
Fees exclude applicable VAT, country retentions, exchange rate differences, or any other taxes and an invoice will be issued to You at the address set out in your Support Subscription Agreement Order Form.
This License does not grant permission to use the trade names, trademarks, service marks, or names of ProcessMaker or the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the copyright notice and branding obligation set out next.
5. Warranties and Disclaimers
The original Licensor warrants that the copyright in the Original Work granted hereunder is owned by the Licensor or licensed to the Licensor and that he/she has the power and authority to grant the License.
5.2 Disclaimer of Warranty
Except as otherwise indicated herein, or when applicable, the Software is provided under this License on an "as is" basis and without warranties of any kind concerning the Work, including without limitation merchantability, fitness for a particular purpose, absence of defects or errors, accuracy, non-infringement of intellectual or industrial property rights. This disclaimer of warranty is an essential part of the License and a condition for the grant of any rights to the Software.
5.3 Disclaimer of Liability
Except in the cases of willful misconduct or damages directly caused to natural persons, the Licensor will in no event be liable for any direct or indirect, material or moral, damages of any kind, arising out of the License or of the use of the Software, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data or any commercial damage, even if the Licensor has been advised of the possibility of such damage. However, the Licensor will be liable under statutory product liability laws as far such laws apply to the Software.
6. Acceptance of the License
You irrevocably accept this License and all of its terms and conditions by selecting the "Accept" button at the end of the license when online, signing the ProcessMaker Professional Services Subscription Agreement, accepting the Software for download via the ProcessMaker Central Plug-in Repository, or by exercising any rights granted to You by Article 2 of this License, such as the use of the Work or the creation by You of a Derivative Work.
7. Termination of the License
The License and the rights granted hereunder will terminate automatically upon any breach by You of the terms of the License or termination of Your PMPSA.
The License represents the complete agreement between the Parties in relation to the licensing of the Work. If any provision of the License is invalid or unenforceable under applicable law, this will not affect the validity or enforceability of the License as a whole. Such provision will be construed and/or reformed so as necessary to make it valid and enforceable.
9. Applicable Law and Jurisdiction
This License shall be governed by the laws of the domicile of the Licensor.
Any litigation resulting from the interpretation or application of this License arising between the Licensor and You, will be subject to the jurisdiction of the Courts of the domicile of the Licensor.
|The License is valid indefinitely||The License is granted for a specific number of Nominal Users specified in your Order Form. Increasing the number of Users under the PMPSA will require additional payment to use the Software.||The License includes support during the first year and only includes support in subsequent as long as the annual support has been renovated|
User-based Annual Subscription
|The License is for one year term and will be automatically renewed for one year periods provided you have a valid PMPSA in force at the time of renewal. You may cancel any renewal at any time by informing ProcessMaker directly or via a means provided you by the ProcessMaker Central RepositoryX but you will not be entitled to any refund for the then current period||The License is granted for the number of Nominal Users or Servers designated by you in your PMPSA order form (including any additional Users) and for whom the corresponding license fee has been paid. Increasing the number of Users under the PMPSA will require additional payment to continue using the Software.||The License includes the right to receive the support services and upgrades for the Work under the terms of the PMPSA X considering the Original Work as supported "Software" there under|
NOTICE: Third party products
Some third party (including open source) components included in the Software may be subject to other terms and conditions, which are typically found in a "Read Me" file or "About" file in the Software and the legal folder of the Module in which the Software is distributed. The license terms of this third party software are not modified by this License. Any provisions herein which differ from the terms of those licenses are offered by the Licensor alone and not by any other party. You may obtain the source code of this third party software by writing to the Licensor at the address set out in the headers of the source code, the legal folder or the Enterprise Edition Order Form. This offer is valid for three years from the Effective Date. The Licensor may charge you the bare cost of sending the source code to you.