WorkflowFirst LICENSE

By using this Software or Documentation provided by WorkflowFirst LLC (formerly known as Riaform Technology), you and/or the entity for which you are installing 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: WorkflowFirst LLC's application development environment that enables users to design enterprise applications.
b. WorkflowFirst Designer Output: Application content developed using the WorkflowFirst Designer, including AssetChief.
c. Server Machine: An application hosting server on which WorkflowFirst Server Software is installed, that serves the WorkflowFirst Server Software.
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. WorkflowFirst LLC 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. WorkflowFirst LLC reserves all rights not specifically licensed herein.
b. Confidentiality. The Software and Documentation is proprietary and confidential to WorkflowFirst LLC 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 WorkflowFirst LLC.
c. Limited License. The Software and Documentation are licensed and not sold. Subject to the terms of this License, WorkflowFirst LLC grants to the Licensee a non-exclusive, non-sublicenseable, non-transferable limited single use license to:
(i) make a single copy in machine readable form of the Software solely for backup and archival purposes;
(ii) make a reasonable number of copies of the Documentation solely for Licensee's internal business purposes;
(iii) install and use one copy of the Software on a single computing device at a time (i.e. on the Server Machine), where the Software may be accessed remotely, and 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 the 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 WorkflowFirst LLC regarding effectiveness, usability, or performance with respect to the Software or Documentation. WorkflowFirst LLC 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 based upon 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 WorkflowFirst LLC 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 WorkflowFirst LLC 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 Software, 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 WorkflowFirst LLC. This License is for the original purchaser (the Licensee) and cannot be transferred or assigned by Licensee without WorkflowFirst LLC's prior written consent.
b. Transferable by WorkflowFirst LLC. This License shall be binding upon and inure to the benefit of WorkflowFirst LLC 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. Cuba, 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 WorkflowFirst LLC makes no warranty as to its use or performance.
b. Disclaimer of All Warranties. WorkflowFirst LLC DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. WorkflowFirst LLC 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. WorkflowFirst LLC 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 WorkflowFirst LLC OR A WorkflowFirst LLC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

7. Exclusion and Limitation of Damages
a. Exclusions. IN NO EVENT WILL WorkflowFirst LLC, 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 WorkflowFirst LLC OR A WorkflowFirst LLC REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
b. Limitation. WorkflowFirst LLC'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 WorkflowFirst LLC 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. WorkflowFirst LLC 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 WorkflowFirst LLC's intellectual property rights, or may cause continuing or irreparable harm to WorkflowFirst LLC (including, without limitation, any breach that may impact WorkflowFirst LLC'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 WorkflowFirst LLC. An affiliate of WorkflowFirst LLC shall have the same rights as WorkflowFirst LLC under this License and Licensee's obligations owed to WorkflowFirst LLC under this License shall be owed to the affiliate in the same manner as they are owed to WorkflowFirst LLC. Affiliates of WorkflowFirst LLC are (1) any other business entity that controls, or is under common control with WorkflowFirst LLC, or (2) any successor entity.