CP-1 License Agreement

IMPORTANT – READ CAREFULLY

This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) (“Customer”) and Process Fusion Inc. (“PFI”) whereby PFI, according to the terms and conditions set forth herein, grants Customer a limited license to use the CP-1 software products owned by PFI or its licensors (hereinafter referred to as the Software), which include modifications, corrections, improvements, enhancements and updates thereto provided now or later by PFI as well as any copies, parts, translations, alterations or derivative works thereof or therefrom. Any software provided along with the Software that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA , do not install or use the Software.

1. Limitation of Liability

PFI makes no representations or warranties with respect to the Software and specifically disclaims any express or implied warranties of merchantability, title, or fitness for a particular purpose. PFI will not be responsible for any data loss that might result from implementing the Software including but not limited to any special, indirect or consequential damages whatsoever resulting from the loss of use, data or profits, arising out of, or in connection with the use or performance of the Software. PFI strongly recommends a backup of your system be made before installing the Software. You accept all responsibility for damages, direct or indirect, resulting from, but not limited to, the use of the Software. In any case, PFI’s entire liability under any provision of this EULA shall be limited to the amount actually paid by Customer for the Software.

2. Copyright

The Software is protected by copyright laws and international copyright treaties and other laws regarding trade secrets and other intellectual property rights. PFI or its licensors retains all copyrights and other intellectual property rights to the Software and all copies hereof. Customer owns only the medium on which the Software is recorded. All copies of the Software and any portion of the Software merged into or used in conjunction with another program will continue to be the property of PFI or its licensors and are subject to the terms and conditions of this EULA. Customer is not entitled to change or remove any marks and notices concerning copyright, trademarks or other rights on or within the Software (including any copies thereof). Customer must reproduce the copyright notice of any copy of the Software merged or integrated into another program.

3. Grant of License

This EULA grants you the following rights:

  • Applications Software. You may install, use, access, display, run, or otherwise interact with (“Run”) one copy of the Software, or any prior version for the same operating system, on a single computer, workstation, terminal, handheld PC, pager, “smart phone,” or other digital electronic device (“Computer”). The primary user of the Computer on which the Software is installed may make a second copy for his or her exclusive use on a portable computer.
  • Storage/Network Use. You may also store or install a copy of the Software on a storage device, such as a network server, used only to Run the Software on your other Computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on which the Software is Run from the storage device. A license for the Software may not be shared or used concurrently on different Computers.
  • Reservation of Rights. All rights not expressly granted are reserved by PFI.

4. Copy Restrictions (Backup and Installation Copy)

Customer is not allowed to copy the Software except for backup and installations purposes. The backup and installation copies must not be used concurrently with the original copy of the Software, but may only be used in case of deterioration or destruction of the original copy. In case Customer’s rights to the original copy cease, Customer is obligated to immediately destroy the backup and installation copies.

5. Other Restrictions and Limitations

Customer is not entitled to reverse-engineer, disassemble or decompile the Software or in any other way attempt to investigate and discover the source code or the structural framework of the Software except and only to the extent as provided for by applicable law. Customer is not entitled to sell, assign, distribute, license, rent, lease, lend out or in any other way transfer the Software or any rights granted hereto or to disclose the Software to a third party without the prior written consent of PF. Customer agrees that unless otherwise agreed upon by PFI in writing, PFI shall have no responsibility for any services with respect to the Software, whether in the nature of training, education, media conversion, installation, modification, support or otherwise.

6. Termination

In the event of Customer’s material breach of this EULA, PFI is entitled to immediately terminate this EULA. Customer may at any time terminate this EULA by informing PFI in writing of Customer’s decision. In case of termination, Customer is under the obligation to promptly destroy, without compensation, the Software, including any and all backup copies thereof, and merged portions in any form, including any copy in Customer’s computer memory or in data storage devices.

7. Disputes

This EULA shall be governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. This EULA is intended to be for the benefit of PFI and its successors and assigns and, therefore, may be enforced directly by said entity, its successors and assigns. Any dispute pertaining to or arising out of this EULA shall be settled by a Court of competent jurisdiction selected by PFI.

8. Language

It is the express wish of the parties that the agreement and all related documents be drafted in the English language.

9. Fair Use Policy

Effective Date
July 1, 2019.
As part of our commitment to providing a high-quality, fast and reliable service, Process Fusion Inc (PFI) has a Fair Use Policy (also referred to as the FUP) for its Software as a Service (SaaS) Products, specifically:

CP-1
The FUP contains guidelines for customers’ use of the CP-1 SaaS product to ensure that each customer has a consistently high-quality experience. CP-1 takes measures to ensure usage is within reasonable parameters and in accordance with the license or pre-arranged quota.

Why do we have a Fair Usage Policy?
CP-1 SaaS products offer a multi-tenant service. This means that our products are used concurrently by a number of subscribers. If a single customer places very high demands on the service then it is possible that this will affect the experience for other users.

The vast majority of our customers use their service considerately and their usage levels during peak hours don’t disproportionately affect the shared network and service capacity. Even though only a very small number of our customers may use the service inappropriately, their activity has the potential to affect the service for others. Our Fair Use Policy manages the inappropriate use and makes sure the service can be used fairly by everyone.

The Fair Usage Policy
Usage of CP-1 SaaS products is monitored on a frequent basis. Only customers that consistently generate exceptionally high load over a sustained period of time will be affected by the CP-1 FUP. This is currently defined as per the limits detailed below, although CP-1 reserves the right to amend these limits.

  • 1. The FUP covers the use of CP-1 SaaS products
    • 1.1 Usage of the CP-1 SaaS products is charged monthly or annually on a per-customer basis
    • 1.2 Fair Usage of the product is defined in terms of the number of page units and/or Concurrent Users purchased based on pricing document or Statement of Work
    • 1.3 The FUP is governed based on limits defined in pricing document or Statement of Work
  • 2. If a customer repeatedly exceeds this FUP CP-1 reserves the right to restrict service or levy charges for excessive usage

Extenuating Circumstances
PFI understands that customers will occasionally have very high volumes of traffic outside of normal usage patterns. In those cases where this traffic can be predicted CP-1 request to be informed with as much notice as possible to ensure that service delivery remains consistently high.

Changes to the Fair Usage Policy
This Fair Usage Policy may be updated from time to time, and the latest version of the document will be made available on CP-1 Page