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TERMS OF SERVICE
THESE TERMS AND CONDITIONS ARE THE CONTRACT BETWEEN YOU (THE
"CUSTOMER"� or THE "CLIENT"�) AND RIAFORM TECHNOLOGY ("RIAFORM") RELATING TO YOUR USE
OF THE SOFTWARE INCLUDING BUT NOT LIMITED TO WORKFLOWFIRST AND ALL
APPLICATIONS PROVIDED ON THIS WEBSITE (THE "SERVICE"�). PLEASE READ
THE TERMS AND CONDITIONS CAREFULLY BEFORE SIGNING UP FOR, OR USING,
THIS SERVICE.
By using the Service provided by RIAFORM, you are agreeing to be
bound by the following terms and conditions. In addition,
you fully understand, accept and agree to be bound by the WorkflowFirst
License Agreement.
Section I. The Services
In connection with your use of the Service, you agree to:
1. obey the law;
You are solely responsible for all uses of your account under your
password. You must protect your password.
Payment
Upon signing up for the Service you may or may not be eligible for a
trial period in which you can use the Service without charge for a
period of time (typically 15 days) for the purpose of evaluating the
suitability of the Service to your needs (the "Trial").
Once your Trial period has expired, You must provide us payment,
billing, and contact information to continue use of the Service. You
represent and warrant that
such information provided is true and that you are authorized to
provide and use such information. You are responsible for updating
your account information on a timely basis with any changes
including but not limited to billing address and credit card
information that may occur.
Upon furnishing payment and billing information, you hereby
authorize RIAFORM (or an authorized payment gateway such as BMT Micro) to charge your credit card or other payment instrument
in advance on a periodic basis until you terminate your account. You
further agree to pay any additional charges that you may
incur including but not
limited to additional storage and/or bandwidth requirements. After
each charge, a payment confirmation notice will be emailed to you.
If you dispute any charges you must let RIAFORM (or the authorized payment gateway
such as BMT Micro) know within fifteen (15)
days after the date that you were charged for the service.
RIAFORM reserves the right to change the terms and/or prices of the
Service. You will be notified of such changes on RIAFORM's website or in
an email correspondence to you at least 30 days before the changes
are to take effect. Your continued use of the Service after the
changes become effective constitutes your agreement to accept the
terms and pay the changed amount.
You will provide us contact information, including a postal and
email address, where we may contact you with information about your
account or our products or services. It is your responsibility to
ensure that such information is entered correctly and is kept up to
date.
Your use of the Service is at your sole risk. The Service is
provided on an AS IS basis, may or may not be available and may not
function as required.
RIAFORM make no express or implied warranty of the quality or
suitability of the Service for any purpose.
RIAFORM
will make reasonable effort to preserve and protect your
data, but make no guarantees that it won't get lost, corrupted, or
inadvertently leaked. You should back up critical data or take other
steps to protect your vital information. Support You agree that RIAFORM provides support separately to the Service. However RIAFORM agrees to provide a level of support (whether technical support or otherwise) as part of this service, but that said support is provided for the Service on a limited basis. RIAFOM agrees to assist you on an as-available basis, including but not limited to email and/or online discussion forums provided by RIAFORM. Other users of the Service may provide support assistance, but RIAFORM make no guarantees and have absolutely no responsibility for the quality, accuracy or suitability of said support. Any such support will be used as your own risk. Your use of the Service may involve access to and use of discussion forums and documentation that is made available on websites. You agree that any information you post on said website is lawful, that you have permission to post said information, and that you understand said information is made available publicly. You understand and fully accept and agree that said information may be incorporated into search results and may be reproduced on other websites without your express permission. You agree that RIAFORM is not responsible in any way for how the information you post is used. Availability RIAFORM make no guarantees about the availability of Service. RIAFORM reserve the right to suspend your account for any reason at any time, not limited to excessive server resource utilization, where 'excessive' is defined at the sole discretion of RIAFORM. You understand and accept that the Service has built-in precautionary safeguards against resource (including, but not limited to, CPU, memory, bandwidth or disk space) utilization in excess of that allowed by RIAFORM that will automatically suspend access to the Service should such excessive utilization be detected. In case of Service suspension, you should notify RIAFORM immediately to determine the cause of the excessive utilization and take any remedial action, if such remedial action is deemed satisfactory by RIAFORM.
Termination
RIAFORM reserve the right to terminate your account for any reason
at any time, although RIAFORM may
make an export of your data available to you if RIAFORM do so. If
your account is terminated, you will be refunded the pro-rated,
unearned portion of any amount that you were charged.
You may terminate your account at any time upon may make an export of
your data available to you if RIAFORM choose to do so. If your account is
terminated, you will be refunded the pro-rated, unearned portion of any amount
that you were charged.
You may terminate your account at any time upon ten (10) days prior written
notice to us. If you terminate your account and are on a monthly payment plan,
you will not be refunded any amount for the month in which you terminated the
account, but you will not be charged for any subsequent amount.
You expressly agree that RIAFORM WILL NOT be liable for any indirect,
incidental, special, consequential or exemplary damages, including but not
limited to, damages for loss of profits, goodwill, use, data or other intangible
losses (even if RIAFORM has been advised of the possibility of such damages),
resulting from: (i) the use or the inability to use the Applications; (ii) the
cost of procurement of substitute goods or services resulting from any goods,
data, information or services purchased or obtained through or from RIAFORM;
(iii) unauthorized access to or alteration of your transmissions or data; (iv)
statements or conduct of any third party on the Applications; (v) termination of
your account; or (vi) any other matter relating to the Applications. If you are
not satisfied with the Applications, your sole and exclusive remedy is to stop
using it. IN NO EVENT WILL RIAFORM BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF
THE AMOUNT THAT YOU HAVE ACTUALLY PAID RIAFORM RELATING TO THE APPLICATIONS IN
THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR
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RIAFORM reserve the right to modify the Service at any time.
You will indemnify, defend and hold RIAFORM, its officers,
directors, employees, affiliates and service providers from any
claim or cause of action of any kind whatsoever arising out of (a)
any data, information or materials of any kind that are input or
uploaded to the service using your account, and (b) your use of the
service.
From time to time you may give us suggestions or feedback about the
Service. If you do so, you hereby grant us an irrevocable,
perpetual, royalty-free, fully paid-up, worldwide license to use
such suggestions or feedback for any purpose.
RIAFORM reserve the right to
modify these terms and conditions at any time upon notice to you,
either through mail (written or electronic) or on RIAFORM"� website.
You agree that any use of the Service after said modification will
constitute your acceptance of those modified terms and conditions.
RIAFORM will have the right to assign this Agreement to an affiliate
of RIAFORM at any time without notice.
RIAFORM will have the right to assign this Agreement to an affiliate of RIAFORM
at any time without notice
Section II. WorkflowFirst License Agreement
By using this Service and the Software or Documentation provided by
Riaform Technology LLC ("Riaform") or RIAFORM, you and/or the entity
using this Software (the "Licensee"�) agree to be bound by its terms.
If Licensee does not agree to
the terms of this License, then Licensee shall promptly cease
executing, accessing or using the Software.
1.
Definitions
a.
WorkflowFirst Designer:
RiaForm's application
development environment that enables users to design form workflow
applications.
b. WorkflowFirst Designer Output:
Application content created or
customized
using the WorkflowFirst Designer.
c.
Server Machine:
An application hosting server
on which WorkflowFirst Server Software is installed, that serves the
WorkflowFirst Server Software, and provides the Service.
d.
WorkflowFirst Server
Software: A runtime
engine and related software components executing from the Server
Machine, which create a runtime environment for the WorkflowFirst
Designer Output.
e.
Client:
An end user or a software program, such as a web browser,
that accesses and runs the WorkflowFirst Designer Output and/or the
WorkflowFirst Server Software over a communications network.
f. Documentation:
Technical instructions and other documentation related to the
Software, including, without limitation, help files, user reference
documentation, training documentation and other technical
information.
g.
Software:
Software provided to Licensee
pursuant to this License: the WorkflowFirst Server Software and any
related software components, including, without limitation, software
code, executable code, object code, dynamic link libraries, object
model, backups, updates, and patches.
h. User Record: An
entry in a WorkflowFirst Designer Output application that directly
corresponds to, and enables, the ability a Client has to login to,
in order to access and be identified by, said application and/or any
services it provides.
i. Login License: A
secondary license, which can be acquired multiple times, enabling
additional User Record(s) to be added to one or more WorkflowFirst
Designer Output applications running on a single Server Machine.
2.
INTELLECTUAL property rights,
reservation of ownership and restrictions
a.
Ownership.
Riaform owns the Software and Documentation, which are
protected by United States laws and applicable international laws,
treaties and conventions regarding intellectual property and trade
secret rights. Riaform
reserves all rights not specifically licensed herein.
b.
Confidentiality.
The Software and Documentation is proprietary and
confidential to Riaform and contains trade secrets and other
unpublished content. Licensee will hold the Software and
Documentation that is disclosed to or acquired by Licensee in
strictest confidence.
Licensee agrees that it will take all reasonable measures to protect
the secrecy of and avoid unauthorized disclosure or use of the
Software and Documentation.
Licensee agrees to use any and all reasonable means to
protect the Software and Documentation from unauthorized use,
reproduction, distribution, or publication.
Licensee will not otherwise, take, publish, use, or disclose
the Software and Documentation to others for any purpose, except
upon the written consent of Riaform.
c.
Limited License. The
Software and Documentation are licensed and not sold.
Subject to the terms of this License, RIAFORM grants to the
Licensee a non-exclusive, non-sublicenseable, non-transferable
limited single-use license to:
(i)
make a reasonable number of copies of the Documentation
solely for Licensee's internal business purposes;
(ii)
use the Software remotely, where access to the Software
enables the creation of a limited number of User Records for the
purpose of logging-in and identifying a user to the Software, where
the number of said User Records must not exceed the number of Login
Licenses Licensee has properly acquired for said Server Machine.
d.
Updates. Licensee agrees
that any upgrades or updates to the Software or the Documentation do
not constitute the granting of another license to use the Software.
Licensee may not use the
upgrade or update in addition to the Software it is replacing, nor
may Licensee transfer the Software which is being replaced to a
third party.
e.
Feedback.
Licensee may, from time to
time, provide suggestions or comments to Riaform regarding
effectiveness, usability, or performance with respect to the
Software or Documentation.
Riaform has all right, title, and interest to any such
comments and may freely use, implement and otherwise commercialize
any such comments.
f.
Multiple Client Access.
Licensee is prohibited from using the Software with any
middleware, application server, CGI, or other software or technology
that may enable, known or otherwise, a breach of the limitations
specified under Section 2(c) herein.
g.
WorkflowFirst Designer.
For the purpose of this
License, the WorkflowFirst Designer is licensed in the same manner as
a WorkflowFirst Designer Output.
h.
Restrictions on Reverse
Engineering. Licensee may not reverse engineer, decompile,
disassemble, or otherwise reduce the Software to human-readable
form.
i.
Restrictions on Derivative Works.
Licensee may not modify,
adapt, or otherwise create derivative works of the Software
or any part thereof.
j.
Other Limitations on Use.
The Software is not intended for use in, nor deemed suitable
for application in nuclear facilities, aircraft navigation systems,
air traffic control systems, naval navigation systems, naval traffic
control systems, medical treatment of one or more persons, or any
other situation where any use of the Software (e.g., due to errors
in the Software or due to any other cause in using the Software)
could lead to death, personal injury or any other physical damage or
to damage to the environment. The
Software is not intended for use in connection with any inherently
dangerous activity.
Licensee agrees not to use the Software in any of those situations
and indemnifies Riaform for all damage claims that could result from
such unauthorized use of the Software.
3.
Termination
a.
Licensee's Failure to Comply Results in Termination of
License. This License is
effective until terminated. This License will terminate
automatically without notice from RiaForm or judicial resolution if
Licensee fails to comply with any of the terms of this License.
Upon such termination Licensee must cease use of the Software and
destroy the Documentation, and all copies thereof, and
all sections herein, except Section 2(c), will survive any
termination or cancellation of this License.
4.
Assignability
a.
Non-transferable By Licensee
Without Written Consent From Riaform.
This License is for the original purchaser (the Licensee) and
cannot be transferred or assigned by Licensee without Riaform's
prior written consent.
b.
Transferable by Riaform.
This License shall be binding upon and inure to the benefit
of Riaform and its respective successors, assigns, heirs, or legal
representatives.
5.
Export Law Assurances
a.
Export Restrictions.
Licensee may not use or otherwise export or reexport the
Software (1) into (or to a national or resident of) any U.S.
embargoed country (e.g. Iran, Iraq, Libya, North Korea, Sudan
and Syria), (2) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Department of Commerce
Denied Person's List or Entity List, or (3) where prohibited by law.
By using the Software,
Licensee represents and warrants that Licensee are not on any such
list or located in, under control of, or a national or resident of
any such country.
6.
Warranty Disclaimers
a.
Software Provided As Is.
The Software is provided to Licensee AS IS and Riaform makes
no warranty as to its use or performance.
b.
Disclaimer of All Warranties.
RIAFORM DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR
RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION.
RIAFORM AND ITS Affiliates AND SUPPLIERS EXPRESSLY DISCLAIM
ALL WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED
(WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING, WITHOUT
LIMITATION, TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF
MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING
WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST
INTERFERENCE WITH LICENSEE's ENJOYMENT OF THE SOFTWARE OR AGAINST
INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE.
RIAFORM DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
RIAFORM OR A RIAFORM AUTHORIZED REPRESENTATIVE SHALL CREATE A
WARRANTY.
7.
Exclusion and Limitation of
Damages
a.
Exclusions. IN NO EVENT WILL
RIAFORM, ITS AFFILIATES, OR ANY OF ITS LICENSORS, DIRECTORS,
OFFICERS, OR EMPLOYEES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES
WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS
PROFITS OR REVENUE, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING
WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER
UNDER CONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR
OTHERWISE HOWSOEVER ARISING) AND EVEN IF RIAFORM OR A RIAFORM
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
b.
Limitation. RIAFORM's TOTAL
LIABILITY TO LICENSEE FOR DAMAGES FOR ANY CAUSE That is NOT EXCLUDED
BY SECTION 7(a) ABOVE, regardless of the form of the action, will be
limited to the lesser of $500 or the money paid for the Software
Licensed herein, where the money paid does not include any
additional services rendered by RiaForm in relation to the software
(such as any software customization services). THE PARTIES
AGREE THAT THIS section 7(b) SHALL BE ENFORCED INDEPENDENTLY OF AND
SURVIVE THE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY.
8.
General provisions
a.
Controlling Law. This
License will be governed by and construed in accordance with the
laws of the State of New York.
Licensee consents to the jurisdiction of the courts located
in the State of New York.
This License shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded.
b.
Severability. If
for any reason a court of competent jurisdiction finds any
provision, or portion thereof, to be unenforceable, the remainder of
this License shall continue in full force and effect.
c.
Arbitration.
Licensee agrees that the exclusive remedy for all disputes and
claims relating in any way to or arising out of this License or
Licensee's use of the Software or the Documentation shall be final
and binding arbitration, conducted under the Commercial Arbitration
Rules of the American Arbitration Association in New York.
d.
Equitable Relief.
Riaform reserves the right to seek injunctive or other appropriate
relief in any court of competent jurisdiction for any breach of or
indicated intention to breach this License in any manner by Licensee
that violates or may violate Riaform's intellectual property rights,
or may cause continuing or irreparable harm to Riaform (including,
without limitation, any breach that may impact Riaform's
intellectual property rights, or a breach by reverse engineering).
The prevailing party shall be entitled to recover reasonable
attorney's fees and court costs.
e.
No Implied Waivers.
The failure of either party to enforce any provision of this
License shall not be deemed a waiver of the provision of the right
of such party thereafter to enforce that or any other provision.
f.
Affiliates of Riaform.
An affiliate of Riaform shall have the same rights as Riaform
under this License and Licensee's obligations owed to Riaform under
this License shall be owed to the affiliate in the same manner as
they are owed to Riaform.
Affiliates of Riaform are (1) any other business entity that
controls, or is under common control with Riaform, or (2) any
successor entity.
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