WorkFlow Designer EULA

Workflow Designer Terms of Service

These Terms of Service apply to the executable code version of Workflow Connect’s Workflow Designer.

  1. Your relationship with Workflow Connect

1.1 Your use of Workflow Connect’s products, software, services and websites (referred to collectively as the “Services” in this document and excluding any services provided to you by Workflow Connect under a separate written agreement) is subject to the terms of a legal agreement between you and Workflow Connect. “Workflow Connect” is a trading name, and means FlowBiz Pty Ltd, whose principal place of business is at Level 2, 19 Creek Street, Scarborough, QLD 4020, Australia. This document explains how the agreement is made up and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with Workflow Connect, your agreement with Workflow Connect will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”. Terms and conditions for the Workflow Connect web site are in addition to the terms and conditions set out in this document.

1.3 Your agreement with Workflow Connect will also include the terms set forth below in the Workflow Designer Additional Terms of Service and terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within or through your use of that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Workflow Connect in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

  1. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by Workflow Connect in the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that Workflow Connect will treat your use of the Services as acceptance of the Terms from that point onwards.

  1. Language of the Terms

3.1 Where Workflow Connect has provided you with a translation of the English-language version of the Terms, then you agree that the translation is provided for your convenience only and that the English-language versions of the Terms will govern your relationship with Workflow Connect.

3.2 If there is any contradiction between what the English-language version of the Terms says and what a translation says, then the English-language version shall take precedence.

  1. Provision of the Services by Workflow Connect

4.1 Workflow Connect has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Workflow Connect itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

4.2 Workflow Connect is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services that Workflow Connect provides may change from time to time, without prior notice to you.

4.3 As part of this continuing innovation, you acknowledge and agree that Workflow Connect may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Workflow Connect’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Workflow Connect when you stop using the Services.

4.4 You acknowledge and agree that if Workflow Connect disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content that is contained in your account.

  1. Use of the Services by you

5.1 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

5.2 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks that are connected to the Services).

5.3 Unless you have been specifically permitted to do so in a separate agreement with Workflow Connect, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.4 You agree that you are solely responsible for (and that Workflow Connect has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage that Workflow Connect may suffer) of any such breach.

  1. Privacy and your personal information

6.1 For information about Workflow Connect’s data protection practices, please read Workflow Connect’s privacy policy at http://www.workflowconnect.com/information/privacy-security. This policy explains how Workflow Connect treats your personal information and protects your privacy when you use the Services.

6.2 You agree to the use of your data in accordance with Workflow Connect’s privacy policies.

  1. Content in the Services

7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) that you may have access to as part of, or through your use of the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.

7.2 You should be aware that Content presented to you as part of the Services, including, but not limited to advertisements in the Services and sponsored Content within the Services, may be protected by intellectual property rights that are owned by the sponsors or advertisers who provide that Content to Workflow Connect (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part), unless you have been specifically told that you may do so by Workflow Connect or by the owners of that Content, in a separate agreement.

7.3 You understand that by using the Services, you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

7.4 You agree that you are solely responsible for (and that Workflow Connect has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services, and for the consequences of your actions (including any loss or damage that Workflow Connect may suffer) by doing so.

7.5 You agree to and permit Workflow Connect to use any Content that you create, transmit or display while using the Services to enable Workflow Connect to provide those Services in accordance with your use of the Services and these Terms.

  1. Proprietary rights

8.1 You acknowledge and agree that Workflow Connect (or Workflow Connect’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

8.2 Unless you have agreed otherwise in writing with Workflow Connect, nothing in the Terms gives you a right to use any of Workflow Connect’s trade names, trade marks, service marks, logos, domain names and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Workflow Connect, then you agree that your use of such features shall be in compliance with that agreement.

8.4 Workflow Connect acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on or through the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Workflow Connect, you agree that you are responsible for protecting and enforcing those rights and that Workflow Connect has no obligation to do so on your behalf.

8.5 You agree that you shall not remove, obscure or alter any proprietary rights notices (including copyright and trade-mark notices) that may be affixed to or contained within the Services.

8.6 Unless you have been expressly authorised to do so in writing by Workflow Connect, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

  1. Licence from Workflow Connect

9.1 Workflow Connect gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by Workflow Connect as part of the Services provided to you by Workflow Connect (referred to as the “Software” below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Workflow Connect, in the manner permitted by the Terms.

9.2 Subject to section 1.2, you may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse-engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law or unless you have been specifically told that you may do so by Workflow Connect, in writing.

9.3 Subject to section 1.2, unless Workflow Connect has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

  1. Content licence from you

10.1 You retain copyright and any other rights that you already hold in Content which you submit, post or display on or through the Services.

  1. Software updates

11.1 The Software that you use may download and install updates automatically, from time to time, from Workflow Connect or another official source. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Workflow Connect to deliver these to you) as part of your use of the Services.

  1. Ending your relationship with Workflow Connect

12.1 The Terms will continue to apply until terminated either by you or Workflow Connect, as set out below.

12.2 Workflow Connect may, at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in a manner that clearly shows that you do not intend to or are unable to comply with the provisions of the Terms); or

(B) Workflow Connect is required to do so by law (for example, where the provision of the Services to you is or becomes unlawful); or

(C) the partner with whom Workflow Connect offered the Services to you has terminated its relationship with Workflow Connect or ceased to offer the Services to you; or

(D) Workflow Connect is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by Workflow Connect is, in Workflow Connect’s opinion, no longer commercially viable.

12.3 Nothing in this Section shall affect Workflow Connect’s rights regarding provision of Services under Section 4 of the Terms.

12.4 When these Terms come to an end, all the legal rights, obligations and liabilities that you and Workflow Connect have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force), or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 19.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

  1. EXCLUSION OF WARRANTIES

13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT WORKFLOW CONNECT’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

13.3 IN PARTICULAR, WORKFLOW CONNECT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE. OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

13.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WORKFLOW CONNECT, OR THROUGH OR FROM THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

13.6 WORKFLOW CONNECT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY

14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WORKFLOW CONNECT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(II) ANY CHANGES THAT WORKFLOW CONNECT MAY MAKE TO THE SERVICES OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(III) THE DELETION OF, CORRUPTION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(IV) YOUR FAILURE TO PROVIDE WORKFLOW CONNECT WITH ACCURATE ACCOUNT INFORMATION;

(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

14.2 THE LIMITATIONS ON WORKFLOW CONNECT’S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY, WHETHER OR NOT WORKFLOW CONNECT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

  1. Copyright and trade mark policies

15.1 Workflow Connect will endeavour to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminate the accounts of repeated infringers.

  1. Advertisements

16.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.

16.2 The manner, mode and extent of advertising by Workflow Connect on the Services are subject to change without specific notice to you.

16.3 In consideration for Workflow Connect granting you access to and use of the Services, you agree that Workflow Connect may place such advertising on the Services.

  1. Other content

17.1 The Services may include hyperlinks to other websites, or content or resources. Workflow Connect may have no control over any websites or resources that are provided by companies or persons other than Workflow Connect.

17.2 You acknowledge and agree that Workflow Connect is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products or other materials on or available from such websites or resources.

17.3 You acknowledge and agree that Workflow Connect is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on or available from such websites or resources.

  1. Changes to the Terms

18.1 Workflow Connect may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Workflow Connect will make a new copy of the Universal Terms available at http://www.workflowconnect.com/EULA/Designer-EULA.rtf and any new Additional Terms will be made available to you from within or through the affected Services.

18.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Workflow Connect will treat your use as acceptance of the updated Universal Terms or Additional Terms.

  1. General legal terms

19.1 Sometimes, when you use the Services, you may (as a result of, or in connection with your use of the Services) use a service or download a piece of software, or purchase goods which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

19.2 The Terms constitute the whole legal agreement between you and Workflow Connect and govern your use of the Services (but exclude any services that Workflow Connect may provide to you under a separate written agreement) and completely replace any prior agreements between you and Workflow Connect in relation to the Services.

19.3 You agree that Workflow Connect may provide you with notices, including those regarding changes to the Terms, by email, letter post or postings on the Services.

19.4 You agree that if Workflow Connect does not exercise or enforce any legal right or remedy that is contained in the Terms (or which Workflow Connect has the benefit of under any applicable law), this will not be taken to be a formal waiver of Workflow Connect’s rights and that those rights or remedies will still be available to Workflow Connect.

19.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

19.6 You acknowledge and agree that each member of the group of companies of which Workflow Connect (FlowBiz Pty Ltd) is the parent shall be third-party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce and rely upon any provision of the Terms that confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms.

19.7 The Terms and your relationship with Workflow Connect under the Terms shall be governed by the laws of the State of Queensland and of Australia, without regard to its conflict-of-laws provisions. You and Workflow Connect agree to submit to the exclusive jurisdiction of the courts located within the State of Queensland of Australia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Workflow Connect shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

  1. Additional Terms for Extensions for Workflow Designer

20.1 These terms in this section apply if you install extensions on your copy of Workflow Designer. Extensions are small software programmes, developed by Workflow Connect or third parties that can modify and enhance the functionality of Workflow Designer. Extensions may have greater privileges to access your computer, including the ability to read and modify your private data.

20.2 From time to time, Workflow Designer may check with remote servers (hosted by Workflow Connect or by third parties) for available updates to extensions, including, but not limited to bug fixes or enhanced functionality. You agree that such updates will be requested automatically, downloaded and installed without further notice to you.

20.3 From time to time, Workflow Connect may discover an extension that violates Workflow Connect developer terms or other legal agreements, laws, regulations or policies. Workflow Designer will periodically download a list of such extensions from Workflow Connect’s servers. You agree that Workflow Connect may remotely disable or remove any such extension from user systems at its sole discretion.

  1. Additional Terms for Enterprise Use

21.1 If you are a business entity, then the individual accepting on behalf of the entity (for the avoidance of doubt, for business entities, in these Terms, “you” means the entity) represents and warrants that he or she has the authority to act on your behalf, that you represent that you are duly authorised to do business in the country or countries where you operate and that your employees, officers, representatives and other agents accessing the Service are duly authorised to access Workflow Designer and to legally bind you to these Terms.

21.2 Subject to the Terms and in addition to the licence grant in Section 9, Workflow Connect grants you a non-exclusive, non-transferable licence to reproduce, distribute, install and use Workflow Designer solely on machines intended for use by your employees, officers, representatives and agents in connection with your business entity, and provided that their use of Workflow Designer will be subject to the Terms.

30 November 2011

FlowBiz and Workflow Connect are registered trademarks of FlowBiz Pty Ltd.

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