Process Manager

This end user license agreement (“agreement”) is between c-clear partners (the “company”) and the person who subscribes to the solution(s) provided which accompanies this agreement (the “user”). This agreement gives the user the right to access and use the company’s solution(s) that are subscribed to from the company. The company will charge according to the subscription plan of the solution(s). The company is willing to grant a user the right to access and use the company’s solution(s) only if the user accepts all of the terms of this agreement, and pays or has paid the company, the full subscription price for use of the license to which the user has subscribed.

By clicking the “I agree” checkbox and accessing the service, the user acknowledges that the user has read this agreement, understands it, and agrees to be bound by it. If the user does not agree to all of the terms in this agreement, the user should not access or otherwise utilize the products because no license shall have been granted thereto.

These terms and conditions apply to the use of Process Manager, an add-on to the Microsoft Power Platform and Dynamics 365, and software purchased by the customer from our company. By using the product or software, the customer agrees to be bound by these terms and conditions.

License
In consideration of the payment of the subscription price for the right to use the Company’s solutions, and the User’s adherence to all provisions of this Agreement, the Company grants the User a personal, non-exclusive, non-transferable license to access and use the Company’s solutions.

Restrictions
User may not copy, modify, or transfer the solution to others, in whole or in part, except as expressly provided in this Agreement. The solution contains trade secrets of the Company, and the User may not reverse engineer, disassemble, decompile, or translate the solutions, or otherwise attempt to derive its source code or the source code through which the solution is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void. The User may not rent, lease, loan, resell, or distribute the solution or any part thereof in any way including, but not limited to, making the solution available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User’s Username and Password.

Ownership
The Company’s solutions are the property of the Company, if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The solutions are licensed, not sold, to the User for use only under the terms of this Agreement, and the Company reserves all rights not expressly granted to the User.

Term
User must subscribe to service each year. Renewal of annual subscription will be automatic until User communicates in writing the desire to terminate the subscription. Charge is paid at the beginning of each year and will be paid by all methods offered by the subscription billing partner recurly. Company will process User payment method for each solution subscribed charging for all User subscribed solutions until the last day of the current year. If the payment method fails the solutions will expire. This Agreement and license granted herein will terminate at the end of the last day of the month subscribed and for which payment has been received in full unless payment is processed for service(s).

Use of the Product/Software
Process Manager is delivered as is and is intended to allow the user to define business processes graphically and have them executed in their applications and tools. It is the sole responsibility of the customer to design and test their business processes. Any failing execution of a business process cannot lead to any financial compensation request to our company. Our company grants the customer a non-exclusive, non-transferable license to use the software for their own internal purposes. The license is valid for the number of users or devices specified in the purchase agreement. The customer is not permitted to sublicense, distribute, or rent the software.

Intellectual Property
The product’s/software’s intellectual property remains the property of our company. The customer is not allowed to reverse engineer, decompile, or modify the product/software in any way without prior written permission from our company.

Plugins
It is possible to use plugins to enhance the functionality of the product. However, the customer is responsible for any plugin they choose to use, and our company cannot be held liable for any consequences that arise from using these plugins.

Warranty
Our company warrants that the software will operate substantially in accordance with its documentation for a period of 90 days from the date of purchase. If the software does not operate as warranted, the customer’s sole remedy shall be to return the software for a refund.

Warranty disclaimer
Except as expressly provided herein, the company’s solution(s) are provided “as is” and the company makes no representations or warranties. The company expressly disclaims all warranties, express or implied, of any kind, for the solution(s) and any other material provided to the user by the company, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third party rights. The company does not warrant that the solution(s) are error-free, that their operation will be uninterrupted, or that solution(s) will meet any particular user requirements. Without limiting the generality of the foregoing, the company makes no warranty and provides no assurance that the solution(s) will meet certification requirements of any regulatory authority or other association licensing agency.

Limitation of Liability
Our company shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the product/software.

Support and Maintenance
The purchase of the software does not include support or maintenance, unless specified in the purchase agreement. Support and maintenance services may be purchased separately.

Termination
Our company reserves the right to terminate the customer’s use/license to use the product/software at any time, without notice, for any reason whatsoever.

By using Process Manager or software purchased from our company, the customer agrees to these terms and conditions. If the customer does not agree to these terms and conditions, they should not use the product/software.

Governing law, jurisdiction and venue

This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of Belgium as those laws are applied to contracts entered into, and to be performed entirely in Belgium by Belgium residents. Any legal suit, action or proceeding arising out of, or relating to this Agreement, shall be commenced in a federal court in Belgium and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains the right to remove such suit, action or proceeding to federal court to the extent permissible.

Waiver
No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.

Severability
If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.