CROWD COMPUTING SYSTEMS, INC.
RPA EXPRESS AND RPA EXPRESS SUBSCRIPTION
END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE
AGREEMENT (THIS “EULA”) CAREFULLY. BY
COPYING, INSTALLING, OR USING ALL OR
ANY PORTION OF THE SOFTWARE (AS
HEREINAFTER DEFIND), SUBSCRIBER (AS
HEREINAFTER DEFINED) ACCEPTS ALL THE
TERMS AND CONDITIONS OF THIS EULA,
INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS ON LICENSE RESTRICTIONS IN
SECTION 2.5, NO WARRANTY IN SECTION 7.2,
LIMITATION OF LIABILITY IN SECTION 7.4,
AND SPECIFIC PROVISIONS AND EXCEPTIONS
IN SECTION 7.5. IF SUBSCRIBER DOES NOT
AGREE TO THE TERMS OF THIS EULA,
SUBSCRIBER MAY NOT USE THE SOFTWARE.
This EULA is a binding contract between (a) Crowd
Computing Systems, Inc., a Delaware corporation
doing business as WorkFusion (“WorkFusion”), and
(b) (i) you, if you are installing and using the Software
solely for personal reasons and not on behalf of any
legal entity or (ii) the legal entity on whose behalf the
Software is installed and used (the person and legal
entity described in clauses (i) and (ii) each referred to
as, the “Subscriber”).
If Subscriber is installing and using the Software, this
EULA and, if applicable, the Subscription Order
governs Subscriber’s rights and responsibilities when
using the Software. By clicking on the “Agree” or
“Accept” or any similar button at the end of this EULA
or proceeding with the installation, downloading, use
or reproduction of the Software, or authorizing any
other person to do so, you are representing to
WorkFusion that you are (i) authorized to bind the
Subscriber; and (ii) agreeing on behalf of the
Subscriber that this EULA and, if applicable, the
Subscription Order shall govern the relationship of the
Parties with regard to the Software and are waiving
any rights, to the maximum extent permitted by
applicable law, to any claim anywhere in the world
concerning the enforceability or validity of this EULA
and, if applicable, the Subscription Order.
The Software contains computer programs and other
proprietary material and information, the use of which
is subject to and expressly conditioned upon
acceptance of this EULA and, if applicable, the
Subscription Order. The Software is LICENSED,
NOT SOLD, in accordance with this EULA and, if
applicable, the Subscription Order.
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The Software may cause Subscriber's Computer to
AUTOMATICALLY CONNECT TO THE
INTERNET. The Software may also require activation
or registration. Additional information on activation,
Internet connectivity, and privacy is available in
Sections 10 and 12.
1. DEFINITIONS
Any capitalized term used herein and not defined
elsewhere in this EULA shall have the meanings set
forth below:
“Agreement” means this EULA and, if applicable, the
Subscription Order.
“Affiliate” means, for a Party, any other entity that
controls, is controlled by or under common control
with the Party. For the purposes of this definition, the
term “control” means the direct or indirect power to
direct the affairs of the other entity through at least
50% of the shares, voting rights, participation, or
economic interest in this entity.
“Claim” means a claim, action, or legal proceeding
made against a person or entity, however arising and
whether present or future, fixed or unascertained,
actual, threatened or contingent.
“Confidential Information” means a Discloser’s or
Discloser’s Affiliates’ non-public information
(including copies, summaries, and extracts), including
but not limited to, trade secrets, ideas, techniques,
sketches, drawings, works of authorship, models,
inventions, know-how, processes, apparatuses,
equipment, algorithms, software programs, software
source documents, formulae related to current, future,
and proposed products and services, information
concerning research, experimental work,
development, design details and specifications,
engineering information and data, financial
information, procurement requirements, purchasing,
manufacturing, customer lists, investors, employees,
business and contractual relationships, business
forecasts, sales and merchandising, marketing plans
and information the Discloser provides regarding third
parties. The Party disclosing Confidential Information
is referred to as “Discloser” and the Party receiving
Confidential Information is referred to as “Recipient”.
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No formal identification of information as
"Confidential Information" shall be required by the
Discloser. Confidential Information does not include
information that:
(i) is or becomes generally publicly
available at or after the time of disclosure
through no fault of either Recipient or
Recipient’s Affiliate;
(ii) was known to Recipient or
Recipient’s Affiliate (as applicable), free of
any confidentiality obligations, before its
disclosure by either Discloser or Discloser’s
Affiliate;
(iii) becomes known to Recipient or
Recipient’s Affiliate (as applicable), free of
any confidentiality obligations, from a source
other than either Discloser or Discloser’s
Affiliate; or
(iv) is independently developed by
either Recipient or Recipient’s Affiliate
without use of Confidential Information.
“Disaster Recovery Environment” means
Subscriber’s technical environment designed solely to
allow Subscriber to respond to an interruption in
service that results in Subscriber not being able to
provide critical business functions for a material
period of time.
“Documentation” means any manuals, instructions or
other documents or materials that WorkFusion
provides or makes available to Subscriber in any form
or medium and which describe the functionality,
components, features or requirements of the Software,
including any aspect of the installation, configuration,
integration, operation, use, support or maintenance
thereof.
“Losses” means any damages, losses, costs, expenses,
or liabilities (including reasonable attorneys’ fees)
incurred by a person or entity.
“Party” means WorkFusion or Subscriber, as
applicable, and “Parties” means both WorkFusion and
Subscriber.
“Software” means WorkFusion’s robotic process
automation software that is licensed to Subscriber
pursuant to the terms and provisions of this EULA
and, if applicable, the Subscription Order.
ACTIVE\56531202.v2
“Subscription” means Subscriber’s limited right to
use the Software pursuant to this EULA and, if
applicable, the Subscription Order.
“Subscription Order” means the written, executed
agreement by and between WorkFusion and
Subscriber pursuant to which the Subscriber has
agreed to pay the Subscription Fees to activate the
additional features and functionality of the Software.
“Subscriber System” means (a) one (1) Subscriber
computer with the recommended operating system and
hardware configuration as stated in the
Documentation, or (b) one (1) application server on
the Subscriber's information technology
infrastructure, with the recommended operating
system and hardware configuration as stated in the
Documentation.
“Subscription Fees” means the subscription fees
specified in the Subscription Order that are paid by
Subscriber to activate the additional features and
functionality of the Software.
“Subscription Term” means, subject to any shorter
term arising from a termination of the Agreement, five
(5) years or, if Subscriber has executed a Subscription
Order, the subscription term specified in the
Subscription Order.
“Subscription Trial Period” means, unless otherwise
set forth in a Subscription Order, the thirty (30) day
period, commencing on the date the Software is
downloaded and ending thirty (30) days later, during
which Subscriber may use for free the additional
features and functionality that are activated upon
payment of the Subscription Fee; upon expiration of
the thirty (30) day period, such additional features and
functionality will automatically deactivate unless the
Subscription Fee has been paid in full and the
applicable license key has been entered by Subscriber
prior to such date.
“WorkFusion Technology” means technology
owned by WorkFusion or licensed to WorkFusion by
a third party (including the Software, software tools,
algorithms, software (in source and object forms), user
interface designs, architecture, toolkits, plug-ins,
objects and Documentation, network designs,
processes, know-how, methodologies, trade secrets,
and any related intellectual property rights throughout
the world), and Feedback (as defined in Section
5.1(B)) that are incorporated into any of the foregoing
(which will be deemed assigned to WorkFusion), as
well as any of the derivatives, modifications,
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improvements, enhancements, or extensions of the
above, whenever developed.
2. SUBSCRIPTION, PAYMENT,
RESTRICTIONS, DELIVERY & UPDATES
2.1 Subscription Grant
(A) Subject to terms of the Agreement,
WorkFusion grants Subscriber, during the
Subscription Term:
(1) a limited license to install
and use the Software on Subscriber System’s
(x) for demonstration, evaluation, training
and internal business purposes only, and only
if any output files or other materials produced
through such use are used only for internal
purposes, and (y) in accordance with all of
the terms and provisions of the Agreement;
and
(2) use, copy, and distribute
the Documentation for Subscriber’s internal
use only, in accordance with the Agreement,
and only as reasonably required for lawful
use of the Software. Any permitted copies of
the Documentation must contain the same
copyright and other proprietary notices that
appear in the original Documentation.
(B) The Subscription is non-exclusive
to Subscriber. Subscriber is not permitted to transfer
the Subscription other than by operation of law and as
provided herein. Subscriber is not permitted to assign
or sublicense the Subscription except as set forth
herein. Subscriber is not permitted to grant any third
party the right to use the Software except as permitted
in an applicable Subscription Order.
2.2 Payment. A Subscriber that activates the
Software’s additional features and functionality by
executing a Subscription Order agrees to pay the
Subscription Fees pursuant to the payment terms set
forth in such Subscription Order. Subscriber’s access
to and use of the Software’s additional features and
functionality will terminate and deactivate unless
Subscriber has executed a Subscription Order, paid to
WorkFusion the Subscription Fees, and entered the
applicable license key.
2.3 Archival and Disaster Recovery. A
Subscriber (a) may make a reasonable number of
copies of the Software for archival purposes and install
and use the copies only when the primary copy has
failed or is destroyed, and (b) may install copies of the
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Software in a Disaster Recovery Environment, on a
cold backup basis, for use solely in disaster recovery,
and not for production, development, evaluation, or
testing. For purposes of the prior sentence, cold
backup basis means that the backup copies are
completely disconnected from any use environment
and not receiving automatic data updates, and those
backup copies require a manual activation process to
pick up the use environment load during the failure of
the primary copies. Any permitted copy of the
Software must contain the same copyright and other
proprietary notices that appear on the Software.
2.4 No Unbundling. The Software is designed
and provided to Subscriber for use as a single product.
Subscriber may not unbundle any components for use
on multiple computers within the Subscriber System.
2.5 Prohibited Use. Subscriber shall not (a) rent,
lease, lend, sell, sublicense, assign, distribute, publish,
transfer or otherwise make available the Software,
including on or in connection with the internet or any
time-sharing, service bureau, software as a service,
cloud or other technology or service; (b) modify,
create derivative works of, adapt translate, reverse
engineer, disassemble, decompile, or decode the
Software, except as specifically authorized in writing
by WorkFusion; (c) bypass or breach any security
device or protection used by the Software or access or
use the Software other than by a third party authorized
in an applicable Subscription Order; (d) damage,
destroy, disrupt, disable, impair, interfere with or
otherwise impede or harm in any manner the Software;
(e) remove, delete, alter or obscure any trademarks,
documentation, warranties or disclaimers, or any
copyright, trademark, patent or other intellectual
property or proprietary rights notices from the
Software, including any copy thereof; or (f) access or
use the Software in any manner or for any purpose that
infringes, misappropriates or otherwise violates any
intellectual property right or other right of any third
party, or that violates any applicable law. For the
acvoidance of doubt, the Software is to be used only
for Subscriber’s use and benefit. Unauthorized
commercial resale of Software is strictly prohibited.
“Resale” means any use of the Software for financial
gain either through re-licensing, development,
implementation, managed services, or direct
procurement of services via a third party. The
Software is strictly for use by the Subscriber, and is
not to be used for third party profit of any kind,
including in kind services, gain share, gratis, or
deferred payment. Please be advised that WorkFusion
personnel regularly monitor various commercial
implementations in order to prevent the unauthorized
resale of the Software. WorkFusion reserves all its
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rights in the event of a violation of this policy, which
may include discontinuation of the Software,
suspension of Subscriber’s privileges, and
enforcement of WorkFusion’s rights under penalty of
law.
2.6 Updates
(A) Subscriber must possess a valid
Subscription to use an upgrade or update. All upgrades
and updates are provided to Subscriber on an exchange
basis, which means, subject to Section 2.6(B) of this
EULA, Subscriber must, upon installing the upgrade
or update, uninstall and cease using the previous
version of the Software. Notwithstanding anything to
the contrary in this EULA, such upgrades and updates
constitute Software, and are subject to the Agreement.
(B) Upon installing an upgrade or
update, Subscriber may continue to use a simultaneous
installation of the previous version of the Software to
assist Subscriber in the transition to the upgrade or
update for a reasonable period of time (not to exceed
30 days), after which Subscriber must uninstall and
cease using the previous version. Except for this
limited right to simultaneous installation and use, this
right does not otherwise constitute an increase in the
scope of use granted to Subscriber under the
Agreement.
3. CONFIDENTIALITY
3.1 No Use or Disclosure. Recipient will only
use Confidential Information for the purposes of the
Agreement and will not reproduce, disseminate, or
disclose Confidential Information to any person,
except to its and its Affiliates’, employees and
authorized representatives (i.e., temporary employees,
consultants, and contractors) who need to know the
Confidential Information for the purposes of the
Agreement and are bound by confidentiality
obligations at least as restrictive as those set forth in
this Section 3 (Confidentiality). Recipient will treat
all Confidential Information with at least the same
degree of care as it treats its own information of similar
sensitivity, but never with less than reasonable care.
3.2 Required Disclosure. Recipient may
disclose Confidential Information:
(A) as approved in a writing signed by
Discloser;
(B) as necessary to comply with any law
or valid order of a court or other
governmental body; or
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(C) as necessary to establish the rights
of either Party,
but only if, in the case of Section 3.2(B) and Section
3.2(C), Recipient (1) promptly notifies Discloser of
the details of the required disclosure to the extent
legally permissible; and (2) gives Discloser all
assistance reasonably required by Discloser to enable
Discloser to take commercially reasonable available
steps to prevent the disclosure or to ensure that
disclosure occurs subject to an appropriate obligation
of confidence.
3.3 Responsibility for Representatives and
Affiliates. Recipient is responsible for requiring that
its representatives and Affiliates fully comply with the
obligations of the Recipient under this Section 3
(Confidentiality) and Recipient shall be responsible
for any breach by any of its representatives and/or its
Affiliates of the provisions hereof. The obligations of
confidentiality shall survive for a period of five (5)
years from the date of the last disclosure of
Confidential Information.
4. TERM, EVENTS OF DEFAULT AND
TERMINATION
4.1 Term. The Agreement shall commence on
the date the Software is downloaded by or on behalf of
Subscriber and shall continue until the earlier of the
expiration of the Subscription Term or the termination
pursuant to Section 4.3 below.
4.2 Events of Default. The following events
shall be “Events of Default”:
(A) Any material breach of the
Agreement by a Party that is not remedied within thirty
(30) days of such Party receiving written notice from
the non-breaching Party describing the nature and
basis of the breach;
(B) If a Party is in breach of any
confidentiality provisions of the Agreement;
(C) Subscriber breaches (i) Section 2.2,
Section 2.4 or Section 2.5 of this EULA or (ii) if
applicable, the terms and provisions of the
Subscription Order governing access to and use of the
Software by Affiliates and third-party contractors;
(D) upon the insolvency or filing of
bankruptcy of a Party, if permitted by law.
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4.3 Early Termination. A Party may terminate
the Agreement, in whole or in part, immediately upon
written notice to the other Party, (1) upon an Event of
Default, (2) as otherwise set forth in the Agreement, or
(3) as required by law or by any regulatory authority
that has jurisdiction over Subscriber. WorkFusion may
terminate the Agreement, in whole or in part,
immediately upon written notice to the other Party if
any Claim alleges that (x) the Software infringes the
third party’s patent, copyright, or trademark or (y)
WorkFusion has misappropriated the third party’s
trade secret. Upon termination of the Agreement or
upon expiration of the Subscription Term, Subscriber
must cease to use the Software, uninstall all copies of
the Software from the Subscriber Systems, and destroy
any media containing the Software. Some or all of the
Software may cease to operate without prior notice
upon expiration or termination of the Subscription
Trial Period and/or Subscription Term.
4.4 Survival. Sections 2.4, 2.5, 3, 4, 5, 6, 7, 9
and 13 of this EULA will survive termination or
expiration of the Agreement.
5. INTELLECTUAL PROPERTY
5.1 Each party acknowledges and agrees that as
between WorkFusion and Subscriber:
(A) all right, title, and interest in and to
the WorkFusion Technology and all derivatives
thereof (including any intellectual property rights
embodied therein or associated therewith) are and
shall remain that of WorkFusion or its third party
licensors with respect to any third party products,
(B) the derivatives, modifications,
improvements, enhancements, or extensions of the
above, whenever developed by or on behalf of
WorkFusion based on any suggestions, ideas,
enhancements requests, feedback, recommendations
or other information provided by or on behalf of
Subscriber (excluding any Subscriber Confidential
Information, collectively, “Feedback”) shall be
exclusively owned by WorkFusion; provided,
however, that any Feedback provided by Subscriber is
provided “as is” without any warranties of any kind
whatsoever, and WorkFusion is solely responsible and
liable for the use of any such Feedback and any claims
with respect thereto, and
(C) all right, title, and interest in and to
the data or materials provided by or on behalf of
Subscriber for use in combination with the Software
and all derivatives thereof (including any intellectual
ACTIVE\56531202.v2
property rights embodied therein or associated
therewith) are and shall remain that of Subscriber.
5.2 The Agreement in no way conveys any right
or interest in WorkFusion Technology other than the
Subscription.
6. INDEMNIFICATION WITH PAYMENT
OF SUBSCRIPTION FEES
6.1 WorkFusion’s Duty to Indemnify.
WorkFusion will indemnify and defend a Subscriber
that has paid the Subscription Fees against any third
party Claim and related Losses to the extent the Claim
alleges that (A) the Software infringes the third
party’s patent, copyright, or trademark or (B)
WorkFusion has misappropriated the third party’s
trade secret (“Infringement Claim”).
6.2 WorkFusion’s Response. In the defense or
settlement of any Infringement Claim, WorkFusion
may, at its sole option and expense:
(A) procure for Subscriber a license to
continue using the Software under the terms of the
Agreement;
(B) replace or modify the Software to
avoid the infringement, with no material diminishment
in functionality; or
(C) terminate Subscriber’s right to use
and access the Software and refund or cause to be
refunded any prepaid, unused Subscription Fees as of
the date of termination, and upon such termination
Subscriber shall purge all copies of the Software (and
any related materials) from all computer systems on
which it was stored and return to WorkFusion all
physical copies of the Software and the
Documentation.
6.3 Conditions to Indemnification.
(A) WorkFusion will have no liability
for any Infringement Claim that arises from any:
(1) use of the Software in
violation of this EULA or the applicable
Subscription Order;
(2) modification of the
Software by anyone other than WorkFusion
or a party authorized in writing by
WorkFusion to modify specific code within
the Software;
5
 (3) failure by Subscriber to sole and exclusive remedies and WorkFusion’s sole
install the latest updated version of the liability with respect to an Infringement Claim.
Software as requested by WorkFusion to
avoid infringement; or 7. NO WARRANTY, DISCLAIMER,
LIMITATION OF LIABILITY
(4) third-party products,
services, hardware, software, or other 7.1 No Warranty. The Software is made
materials, or combination of these with the available by WorkFusion “AS IS”, and without
Software if the Software would not be warranty of any kind.
infringing without this combination.
7.2 Jurisdictional Requirements.
(B) WorkFusion’s indemnification SUBSCRIBER MAY HAVE RIGHTS UNDER LAW
obligation shall not apply to any Infringement Claim THAT MAY VARY FROM JURISDICTION TO
or Losses arising out of or relating to Subscriber’s JURISDICTION. WORKFUSION DOES NOT
failure to comply with any of the following SEEK TO LIMIT SUBSCRIBER'S WARRANTY
obligations: RIGHTS TO ANY EXTENT NOT PERMITTED BY
LAW.
(1) Subscriber will notify
WorkFusion in writing of the Infringement 7.3 Disclaimer. ANY STATUTORY
Claim promptly upon the earlier of learning WARRANTY AND REMEDY THAT CANNOT BE
of or receiving a notice of it (only to the EXCLUDED OR LIMITED UNDER LAW ARE
extent that Subscriber’s failure to notify THE ONLY WARRANTIES AND EXCLUSIVE
WorkFusion prejudiced its ability to defend REMEDIES APPLICABLE TO THE SOFTWARE.
the Infringement Claim). OTHER THAN THOSE STATUTORY
WARRANTIES AND REMEDIES THAT CANNOT
(2) Subscriber will provide BE EXCLUDED OR LIMITED UNDER LAW,
WorkFusion with reasonable assistance WORKFUSION AND ITS AFFILIATES DISCLAIM
requested by WorkFusion for the defense or ALL WARRANTIES, CONDITIONS,
settlement (as applicable) of the Infringement REPRESENTATIONS AND TERMS, EXPRESS OR
Claim, at WorkFusion’s expense. IMPLIED, WHETHER BY STATUTE, COMMON
LAW, CUSTOM, USAGE, OR OTHERWISE AS TO
(3) Subscriber will not make ANY MATTER, INCLUDING BUT NOT LIMITED
any admission of liability, agreement or TO PERFORMANCE, SECURITY, NON-
compromise in relation to the Infringement INFRINGEMENT OF THIRD PARTY RIGHTS,
Claim without WorkFusion's prior written INTEGRATION, MERCHANTABILITY, QUIET
consent. ENJOYMENT, SATISFACTORY QUALITY, AND
FITNESS FOR ANY PARTICULAR PURPOSE.
(4) Subscriber will provide OTHER THAN SUCH STATUTORY
WorkFusion with the exclusive right to WARRANTIES AND REMEDIES, THE
control and the authority to settle the SOFTWARE IS PROVIDED “AS-IS” AND WITH
Infringement Claim; provided that ALL FAULTS. THIS DISCLAIMER OF
WorkFusion shall not settle such WARRANTY MAY NOT BE VALID IN SOME
Infringement Claim without Subscriber’s JURISDICTIONS. SUBSCRIBER MAY HAVE
consent (such consent not to be unreasonably ADDITIONAL WARRANTY RIGHTS UNDER
withheld or delayed) unless such settlement LAW THAT MAY NOT BE WAIVED OR
(y) includes an unconditional release of the DISCLAIMED. WORKFUSION DOES NOT SEEK
Subscriber from all liability arising out of TO LIMIT SUBSCRIBER'S WARRANTY RIGHTS
such commenced or threatened Infringement TO ANY EXTENT NOT PERMITTED BY LAW.
Claim; and (z) is solely monetary in nature The provisions of Sections 7.2 and Section 7.3 will
and does not include a statement as to, or an survive the termination of the Agreement, howsoever
admission of fault, culpability or failure to act caused, but this will not imply or create any continued
by or on behalf of, Subscriber. right to use the Software after termination of the
Agreement.
6.4 Sole and Exclusive Remedy. The remedies
in this Section 6 (Indemnification) are Subscriber’s 7.4 Limitation of Liability.

ACTIVE\56531202.v2 6
 (a) EXCEPT FOR ANY CLAIM
RELATED TO WORKFUSION’S
INDEMNIFICATION OBLIGATIONS IN SECTION
6, ANY BREACH OF A PARTY’S
CONFIDENTIALITY PROVISIONS UNDER THIS
EULA, SUBSCRIBER’S USE OF WORKFUSION
TECHNOLOGY BEYOND THE SCOPE OF THE
SUBSCRIPTION, AND ANY REMEDIES THAT
CANNOT BE EXCLUDED OR LIMITED UNDER
LAW, WORKFUSION AND ITS AFFILIATES
WILL NOT BE LIABLE TO SUBSCRIBER AND
ITS AFFILIATES, AND SUBSCRIBER AND ITS
AFFILIATES WILL NOT BE LIABLE TO
WORKFUSION AND ITS AFFILIATES FOR ANY
CONSEQUENTIAL, SPECIAL, MORAL,
PUNITIVE, EXEMPLARY, INDIRECT OR
INCIDENTAL DAMAGES, ANY LOST PROFITS,
USE OR REVENUE, LOSS OR CORRUPTION OF
DATA, OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION,
PERSONAL INJURY OR FAILURE TO MEET
ANY DUTY OF CARE, OR CLAIMS BY A THIRD
PARTY, EVEN IF A WORKFUSION OR
SUBSCRIBER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES,
CLAIMS, OR COSTS.
(b) EXCEPT FOR ANY CLAIM RELATED TO
WORKFUSION’S INDEMNIFICATION
OBLIGATIONS IN SECTION 6, ANY BREACH OF
A PARTY’S CONFIDENTIALITY PROVISIONS
UNDER THIS EULA, SUBSCRIBER’S USE OF
WORKFUSION TECHNOLOGY BEYOND THE
SCOPE OF THE SUBSCRIPTION, AND ANY
REMEDIES THAT CANNOT BE EXCLUDED OR
LIMITED UNDER LAW, WORKFUSION'S AND
SUBSCRIBER’S AGGREGATE LIABILITY AND
THAT OF ITS RESPECTIVE AFFILIATES UNDER
OR IN CONNECTION WITH THIS EULA WILL BE
LIMITED TO THE AGGREGATE AMOUNT PAID
OR PAYABLE BY SUBSCRIBER TO
WORKFUSION WITH RESPECT TO THE
SUBSCRIPTION TO THE SOFTWARE DURING
THE 12 MONTH TERM PRECEDING THE
INITIAL CLAIM. THIS LIMITATION WILL
APPLY EVEN IN THE EVENT OF A
FUNDAMENTAL OR MATERIAL BREACH OR A
BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS EULA OR THE
FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE.
7.5 Exceptions to the Limitation of Liability.
THE FOREGOING LIMITATIONS
EXCLUSIONS APPLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW IN
ACTIVE\56531202.v2
SUBSCRIBER'S JURISDICTION. THIS
LIMITATION OF LIABILITY MAY NOT BE
VALID IN SOME JURISDICTIONS. SUBSCRIBER
MAY HAVE RIGHTS THAT CANNOT BE
WAIVED UNDER CONSUMER PROTECTION
AND OTHER LAWS. WORKFUSION DOES NOT
SEEK TO LIMIT ITS WARRANTY OR REMEDIES
TO ANY EXTENT NOT PERMITTED BY LAW.
8. EXPORT RULES; COMPLIANCE
8.1 Export Rules. Each Party acknowledges that
the Software is subject to the U.S. Export
Administration Regulations (the “EAR”) and each
Party agrees that it will comply with the EAR.
Subscriber will not re-export the Software, directly or
indirectly, to: (a) any countries that are subject to U.S.
export restrictions (including, but not limited to, Cuba,
Iran, North Korea, Sudan, and Syria), (b) any end user
whom Subscriber knows or has reason to know will
utilize them in the design, development or production
of nuclear, chemical or biological weapons, or rocket
systems, space launch vehicles, and sounding rockets,
or unmanned air vehicle systems, or (c) any end user
who has been prohibited from participating in U.S.
export transactions by any federal agency of the U.S.
government. In addition, Subscriber is responsible for
complying with any local laws in Subscriber's
jurisdiction which may impact its right to import,
export or use the Software.
8.2 Compliance. During the term of the
Agreement, Subscriber agrees that, in addition to any
license compliance checking performed by the
Software, WorkFusion or its authorized representative
has the right, no more than once every twelve (12)
months, upon seven (7) business days' prior written
notice to Subscriber, to inspect Subscriber's records,
systems, and facilities to verify that its use of the
Software is in conformity with this EULA. For
example, WorkFusion has the right to those of
Subscriber's records useful to determine whether
installations of the Software have been serialized, and
Subscriber shall provide such records to WorkFusion
promptly upon request by WorkFusion. Additionally,
Subscriber shall provide to WorkFusion all other
records and information requested by WorkFusion in
order to verify that its use of the Software is in
conformity with this EULA within thirty (30) days of
WorkFusion's request. The results of any audit shall be
considered to be Confidential Information hereunder.
9. TRADEMARKS
AND
9.1 All trade names, trademarks and service
marks owned or employed by Subscriber or
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WorkFusion or any subsidiary or affiliate of
Subscriber and WorkFusion, used or employed in such
Party’s business operations, shall remain the sole and
exclusive property of Subscriber or WorkFusion, or
such subsidiary or affiliate, and such trade names,
trademarks and service marks shall not be used by
Subscriber or WorkFusion without the prior written
consent of the proprietary Party or such subsidiary or
Affiliate. Parties shall immediately discontinue any
use of such marks and names upon termination this
EULA.
9.2 Each Party shall indemnify, defend and hold
the other Party harmless from any and all claims,
actions, proceedings, damages, losses, costs and
expenses (including reasonable attorneys’ fees) arising
from any claim made against the other Party alleging
that the use of the trademarks of the indemnifying
party infringes upon, misappropriates or otherwise
violates the intellectual property rights of any third
party.
10. INTERNET CONNECTIVITY
PRIVACY
10.1 Automatic Connections to the Internet.
The Software may cause Subscriber's System, without
notice, to automatically connect to the Internet and to
communicate with a WorkFusion website or
WorkFusion domain for purposes such as license
validation and providing Subscriber with additional
information, features, or functionality. Unless
otherwise specified in Sections 10.2 through 10.5, the
following provisions apply to all automatic Internet
connections by the Software:
10.1.1 Whenever the Software makes an
Internet connection and communicates with a
WorkFusion website, whether automatically
or due to explicit user request, the WorkFusion
Privacy Policy shall apply (available at
https://www.workfusion.com/privacy-policy/)
(“Privacy Policy”). The WorkFusion Privacy
Policy allows tracking of website visits and it
addresses in detail the topic of cookies.
10.1.2 Whenever the Software connects
to WorkFusion over the Internet, certain
Subscriber usage analytic information may be
collected and transmitted by the Software to
WorkFusion. This information includes, but is
not limited, to the following: steps used in the
business process; use of OCR license, number
of businesss processes created, number of
business processes used within the last thirty
(30) days, names of business processes,
ACTIVE\56531202.v2
operating system architecture, name and
version, installation path(s) and version
information. WorkFusion uses this data to
identify which features are most often used, to
identify features and functionality that should
be improved, and to generally improve our
products.
10.1.3 If Subscriber accesses a
WorkFusion Online Service (as defined in
Section 12.2 below) or activates or registers
the Software, then additional information such
as Subscriber's WorkFusion ID, user name,
and password may be transmitted to and stored
by WorkFusion pursuant to the Privacy Policy
and additional terms of use related to such
WorkFusion Online Service (collectively with
the WorkFusion.com terms of use and any
applicable terms, the "Additional Terms of
Use").
10.1.4 As permitted by applicable law or
& as consented to by Subscriber, WorkFusion
may (a) send Subscriber transactional
messages to facilitate the WorkFusion Online
Service or the activation or registration of the
Software or WorkFusion Online Service, or
(b) deliver in-product marketing to provide
information about the Software and other
WorkFusion products and Services using
information, including but not limited to,
platform version, version of the Software,
license status, and language.
10.2 Updating. The Software may cause
Subscriber's System, without additional notice, to
automatically connect to the Internet (intermittently or
on a regular basis) to (a) check for updates or upgrades
that are available for download to and installation on
Subscriber’s System and (b) notify WorkFusion of the
results of installation attempts.
10.3 Activation. The Software may require
Subscriber to (a) obtain a WorkFusion ID, (b) activate
or reactivate the Software, (c) register the software, or
(d) validate the Subscription. Such requirement may
cause Subscriber's System to connect to the Internet
without notice on install, on launch, and on a regular
basis thereafter. Once connected, the Software will
collect and transmit information to WorkFusion as
further described in the Documentation ("Activation
Terms"). Subscriber may also receive information
from WorkFusion related to Subscriber's Subscription.
WorkFusion may use such information to detect or
prevent fraudulent or unauthorized use not in
accordance with a valid Subscription. Failure to
8
activate or register the Software, validate the
Subscription, or a determination by WorkFusion of
fraudulent or unauthorized use of the Software may
result in reduced functionality, inoperability of the
Software, or a termination or suspension of the
Subscription.
10.4 Deactivation. Subscriber may deactivate and
uninstall the Software from Subscriber’s System in
order to install and activate the Software on another
Subscriber System in accordance with this EULA
("Deactivation") and as further described in the
Activation Terms. Deactivation may require Internet
connectivity.
10.5 Use of Online Services. The Software may
cause Subscriber's System, without additional notice
and on an intermittent or regular basis, to
automatically connect to the Internet to facilitate
Subscriber's access to content and services that are
provided by WorkFusion or third parties as further
described in Section 12.2 (Online Services). In
addition, the Software may, without additional notice,
automatically connect to the Internet to update
downloadable materials from these online services so
as to provide immediate availability of these services
even when Subscriber is offline.
11. PEER TO PEER COMMUNICATIONS
The Software may use Subscriber's connection to a
local area network, without additional notice, to
automatically connect to other WorkFusion software
and, in doing so, may indicate on the local area
network that it is available for communication with
other WorkFusion software. These connections may
transmit the IP Address of Subscriber's connection to
the local network and the information set forth in
Section 10 hereof.
12. SPECIFIC PROVISIONS AND
EXCEPTIONS
This section sets forth specific provisions related to
certain products and components of the Software as
well as limited exceptions to the above terms and
conditions. To the extent that any provision in this
section is in conflict with any other term or condition
in this EULA, the terms stated in this section will
supersede such other term or condition.
12.1 No Prejudice. This EULA will not prejudice
the statutory rights of any party, including those
dealing as consumers.
12.2 Online Services
ACTIVE\56531202.v2
12.2.1 Provided by WorkFusion. The
Software facilitates Subscriber 's access to content
and various services that are hosted on websites
maintained by WorkFusion or its affiliates
("WorkFusion Online Services"). In some cases,
a WorkFusion Online Service might appear as a
feature or extension within the Software even
though it is hosted on a website. Access to a
WorkFusion Online Service may require
Subscriber to activate the Software, obtain a
WorkFusion ID, consent to Additional Terms of
Use, or require a separate fee in order to access
such WorkFusion Online Services. WorkFusion
Online Services might not be available in all
languages or to residents of all countries and
WorkFusion may, at any time and for any reason,
modify or discontinue the availability of any
WorkFusion Online Service. WorkFusion also
reserves the right to begin charging a fee for
access to or use of a WorkFusion Online Service
that was previously offered at no charge. Section
10 states important information regarding Internet
connectivity and Subscriber 's privacy. As stated
in Section 10, when the Software accesses a
WorkFusion Online Service, Subscriber's use of
such WorkFusion Online Service is governed by
the WorkFusion Privacy Policy and by any
Additional Terms of Use that might be presented
to Subscriber at that time.
12.2.2 Provided by Third Parties. The
Software may facilitate Subscriber's access to
websites maintained by third parties offering
goods, information, software, and services
("Third Party Online Services"). Subscriber's
access to and use of any Third Party Online
Services is governed by the terms, conditions,
disclaimers, and notices found on such site or
otherwise associated with such Third Party Online
Services. WorkFusion does not control, endorse,
or accept responsibility for Third Party Online
Services. Any dealings between Subscriber and
any third party in connection with a Third Party
Online Service, including such party's privacy
policies and use of Subscriber's personal
information, delivery of and payment for goods
and services, and any other terms, conditions,
warranties, or representations associated with
such dealings, are solely between Subscriber and
such third party. Third Party Online Services
might not be available in all languages or to
residents of all countries and WorkFusion may, at
any time and for any reason, modify or
discontinue the availability of any Third Party
Online Service.
9

12.2.3. EXCEPT AS EXPRESSLY AGREED
BY WORKFUSION OR ITS AFFILIATES OR
A THIRD PARTY IN A SEPARATE
AGREEMENT, SUBSCRIBER'S USE OF
WORKFUSION ONLINE SERVICES AND
THIRD PARTY ONLINE SERVICES IS AT ITS
OWN RISK AND IS SUBJECT TO THE
LIABILITY LIMITATIONS OF SECTION 7.
13. GENERAL PROVISIONS
13.1 Assignment.
(A) Subscriber may assign the
Agreement in its entirety to a surviving person or
entity under a merger or acquisition of Subscriber,
upon written notice to WorkFusion, if the assignment
does not expand the Subscription.
(B) WorkFusion may assign the
Agreement (or a part of it) to its Affiliates or a
surviving person under a merger or acquisition of
WorkFusion or the assets of the business to which the
Agreement relates, upon written notice to Subscriber.
(C) Except as provided in this Section
13.1 (Assignment), Subscriber may not assign,
voluntarily, by operation of law or otherwise, any
rights or obligations under the Agreement without the
prior, written consent of WorkFusion.
13.2 Governing Law, Venue. This EULA is
governed by and construed under the laws of the state
of New York, without regard to any conflict of law
rules or principles, and excluding the application of the
United Nations Convention on Contracts for the
International Sale of Goods. The Parties irrevocably
submit to the exclusive jurisdiction of the courts of
competent jurisdiction in the County of New York,
State of New York, provided however, WorkFusion
will have the right to pursue claims against Subscriber
in any other jurisdiction where the Subscriber is using
and accessing the Software to enforce its intellectual
property rights.
13.3 Force Majeure. Neither Party is liable for
failure to perform its obligations under the Agreement
(except for any payment obligations) to the extent that
performance is delayed, prevented, restricted or
interfered with as a result of any causes beyond its
reasonable control, including acts of God, terrorism,
labor action affecting vendors or subcontractors and
for which the party claiming force majeure is not
responsible, fire, flood, earthquake, failure of third-
party providers not specifically engaged by a Party,
ACTIVE\56531202.v2
denial of service attacks and other malicious conduct,
utility failures, power outages, or governmental acts,
orders, or restrictions.
13.4 Injunctive Relief. Actual or threatened
breach of certain sections of the Agreement (such as,
without limitation, provisions on intellectual property
(including ownership), license, privacy, and
confidentiality) may cause immediate, irreparable
harm that is difficult to calculate and cannot be
remedied by the payment of damages alone. Either
Party will be entitled to seek preliminary and
permanent injunctive relief and other equitable relief
for any such breach.
13.5 Notices. Any notice given under this EULA
must be in writing by email to the following addresses
(or addresses notified in writing by either Party): (A)
to WorkFusion: legal@WorkFusion.com; and (B) to
Subscriber: at Subscriber’s email address provided at
the time of download or otherwise or as stated in the
Subscription Order. A notice is taken to have been
received by email 3 hours after the time sent (as
recorded on the device from which the sender sent the
email), unless the sender receives an automated
message that the email has not been delivered.
13.6 No Agency. Nothing in the Agreement is
intended to constitute a fiduciary relationship, agency,
joint venture, partnership, or trust between the Parties.
No Party has authority to bind the other Party.
13.7 Third-Party Beneficiaries. Subscriber
acknowledges and agrees that WorkFusion’s licensors
are third-party beneficiaries of the Agreement, with
the right to enforce the obligations in the Agreement
directly against Subscriber.
13.8 Waiver, Modification. Neither Party’s
waiver of the breach of any provision constitutes a
waiver of that provision in any other instance. The
Agreement may not be modified nor any rights under
it waived, in whole or in part, except in writing signed
by the Parties.
13.9 Entire Agreement. This EULA and the
Subscription Order, contain the entire understanding
of the Parties relating to the subject matter and
supersede all earlier agreements, understandings,
proposals, discussions, negotiations, representations
and warranties, both written and oral, regarding the
subject matter. The English version of this EULA will
be the version used when interpreting or construing the
Agreement.
10
13.10 Severability. If any term of the Agreement
is held invalid or unenforceable for any reason, the
remainder of the term and the Agreement will continue
in full force and effect.

13.11 Trade Rules. Subscriber acknowledges that

the Software may be subject to the trade control laws
and regulations of the United States and other national
governments, and Subscriber will comply with them.

13.12 U.S. Government Licensing. For US

Government end users: Subscriber acknowledges that
Software are “Commercial Item(s),” as that term is
defined at 48 C.F.R. Section 2.101, consisting of
“Commercial Computer Software” and “Commercial
Computer Software Documentation,” as the terms are
used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section
227.7202, as applicable. Subscriber agrees, consistent
with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections
227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial
Computer Software Documentation are being licensed
to U.S. Government end users (A) only as Commercial
Items; and (B) with only those rights as are granted to
all other end users pursuant to the terms and conditions
herein. Unpublished rights reserved under the
copyright laws of the United States.

13.13 Third Party Software. Any third party

software that is embedded in the Software, or content
created and generated using the third party software
may only be used together with the presentation,
information, or content in which it is embedded.
Subscriber shall not use third party software other than
as embedded in the Software and shall not modify,
reverse engineer, or disassemble the third party
software, except as specifically authorized in writing
by WorkFusion. The Software contains the open
source software and the third party software listed at:
https://kb.workfusion.com/display/ID/Libraries+and+
Tools+Used+in+WorkFusion

13.14 OCR Pages. OCR pages in excess of the

OCR Limit (as defined in the Subscription Order) shall
be purchased by Subscriber pursuant to the pricing set
forth in the Subscription Order.

The name RPA Express, RPA Express Subscription,

WorkFusion, and all related titles and logos are either
registered trademarks or trademarks of WorkFusion in
the United States and/or other countries. All other
trademarks are the property of their respective owners.

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