Bizagi Xchange Terms of Service

1. Introduction

1.1 The Bizagi Widget Xchange, Bizagi Connectors Xchange and Bizagi Process Models Xchange (hereinafter “Bizagi Xchange”) is owned and operated by Bizagi Group Corp. and its affiliates (“Bizagi”). Your use of the Bizagi Xchange is governed by a legal agreement between you and Bizagi consisting of the Bizagi Web Site Terms of Use (found at www.bizagi.com/en/terms-of-use ) and these Xchange Terms of Service (together called the “Terms”). The Bizagi Xchange Terms of Service and Bizagi Web Site Terms of Use shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

1.2 You may use the Bizagi Xchange to browse, locate, and download software, content and digital materials created for use in connection with Bizagi Automation Service, Bizagi Modeler Services and Bizagi Studio Collaboration Services (“Bizagi BPM Suite”) and distributed via the Bizagi Xchange (“Products”) for use in connection with Bizagi BPM Suite. Some of these Products may be offered by Bizagi while others may be made available by third-parties not affiliated with Bizagi. You agree that Bizagi is not responsible for any Product on the Bizagi Xchange that originates from a source other than Bizagi.

1.3 You accept the Terms by either (1) clicking to agree or accept where these options are presented to you, or (2) using the Bizagi Xchange application or web service.

2. Provision of Bizagi Xchange

2.1 You agree that Bizagi may stop (permanently or temporarily) providing the Bizagi Xchange (or any features within the Bizagi Xchange) to you or to users generally at Bizagi’s sole discretion, without prior notice to you.

2.2 You agree that if Bizagi disables access to your account, you may be prevented from accessing the Bizagi Xchange, your account details or any files or other Products that are linked with your account.

2.3 Support for the use and operation of the Bizagi Xchange (including how to find, download, and remove Products) is provided by Bizagi in the user interface of the Bizagi Xchange application. Bizagi does not provide customer support for Products distributed on the Bizagi Xchange. Each Product developer is responsible for determining the level of customer support they provide and you should contact them directly.

3. Your Use of Bizagi Xchange

3.1 In order to access certain services or Products in the Bizagi Xchange, you may be required to provide information about yourself such as your name, email address, Bizagi account information, address, and billing details. You agree that any such information you provide to Bizagi will always be accurate, correct and up to date.

3.2 You agree not to access (or attempt to access) the Bizagi Xchange by any means other than through the interface that is provided by Bizagi, unless you have been specifically allowed to do so in a separate agreement with Bizagi. You specifically agree not to access (or attempt to access) the Bizagi Xchange through any automated means (including use of scripts, crawlers, or similar technologies).

3.3 You agree that you will not engage in any activity that interferes with or disrupts the Bizagi Xchange (or the servers and networks which are connected to the Bizagi Xchange). You agree that you will not use any of the Products found on the Bizagi Xchange in a way that interferes or disrupts any servers, networks, or websites operated by Bizagi or any third-party.

3.4 You agree that you will not sell, trade or resell any Products for any purpose, unless you have been specifically permitted to do so in a separate agreement with the developer of such Product.

3.5 You agree that you are solely responsible for (and that Bizagi has no responsibility to you or to any third party for your use of the Bizagi Xchange and any Products, any breach of your obligations under the Terms, and for the consequences (including loss or damage of any kind which Bizagi may suffer) of any such breach.

3.6 You agree that Bizagi and/or third parties own all right, title and interest in and to the Bizagi Xchange and the Products, including without limitation all applicable Intellectual Property Rights in the Products. "Intellectual Property Rights" means any and all rights existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, , , , prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Products, (iii) use the Products to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Bizagi's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Products.

3.7 Bizagi reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Products from the Bizagi Xchange. However, you agree that by using the Bizagi Xchange you may be exposed to Products that you may find offensive, indecent or objectionable and that you use the Bizagi Xchange at your own risk.

3.8 Returns: For the Products that are charged for, you have 30 minutes from the time of purchase (not download) to return any Products purchased from the Bizagi Xchange for a full refund of any applicable fees. You may only return a given Product one time; if you subsequently purchase the same Product again, you may not return it a second time. Where the option to return a Product is available, it will be made available to you through the Bizagi Xchange user interface.

3.9 Chargeback and Billing Disputes: Bizagi is not responsible for billing disputes arising from purchases on the Bizagi Xchange. All billing issues should be directed to the developer in question, the payment processor, or your credit card company as appropriate.

4. Bizagi Services and Third-Party Products and Services

4.1 Some Products (whether developed by Bizagi or third parties) may contain features that are used in conjunction with Bizagi BPM Suite. Your use of Bizagi BPM Suite is governed by Bizagi’s EULA located at www.bizagi.com/en/buy/eula.

4.2 Some components of Products (whether developed by Bizagi or third parties) may also be governed by applicable open source software licenses. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Bizagi for the use of any components of Products that are governed by open source software licenses.

4.3 Your use of Products developed by Bizagi is governed by Section 12 (End User License Agreement for Bizagi-Developed Products) of these Bizagi Xchange Terms of Service.

5. Automatic Updates

Your copy of Bizagi BPM Suite may communicate with Bizagi or third-party servers from time to time to check for available updates to the Products, including Products developed and made available by third party developers, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions.

6. Export Restrictions

Products available on the Bizagi Xchange may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

7. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Bizagi, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Bizagi Xchange, including your downloading, installation, or use of any Products, or your violation of these Terms.

8. Termination

8.1 These Terms will continue to apply until terminated by either you or Bizagi as set out below.

8.2 If you want to terminate these Terms, you may do so by ceasing your use of Bizagi Xchange and any Products downloaded from Bizagi Xchange.

8.3 Bizagi may at any time, terminate these Terms with you if: (A) you have breached any provision of these Terms; or (B) Bizagi is required to do so by law; or (C) Bizagi decides to no longer provide the Bizagi Xchange.

8.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Bizagi have benefited from, been subject to (or which have accrued over time whilst these Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 11.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

9. DISCLAIMER OF WARRANTIES

9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE BIZAGI XCHANGEAND ANY PRODUCTS DOWNLOADED OR OBTAINED THROUGH THE BIZAGI XCHANGE IS AT YOUR SOLE RISK AND THAT THE BIZAGI XCHANGE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.2 YOUR USE OF THE BIZAGI XCHANGE AND ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BIZAGI XCHANGE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

9.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIZAGI FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE BIZAGI XCHANGE AS WELL AS THE BIZAGI XCHANGE ITSELF.

9.4 NONE OF THE PRODUCTS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

10. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIZAGI AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE BIZAGI XCHANGE OR ANY PRODUCTS DOWNLOADED OR OBTAINED FROM THE BIZAGI XCHANGE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT BIZAGI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

11. General Legal Terms

11.1 These Terms constitutes the whole legal agreement between you and Bizagi and govern your use of the Bizagi Xchange and Products, and completely replace any prior agreements between you and Bizagi in relation to the Bizagi Xchange and Products.

11.2 You agree that if Bizagi does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Bizagi has the benefit of under any applicable law), this will not be taken to be a formal waiver of Bizagi’s rights and that those rights or remedies will still be available to Bizagi.

11.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

11.4 You acknowledge and agree that each member of the group of companies of which Bizagi is the parent shall be third party beneficiaries to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to these Terms.

11.5 The rights granted in the Terms may not be assigned or transferred by either you or Bizagi without the prior written approval of the other party. Neither you nor Bizagi shall be permitted to delegate their responsibilities or obligations under these Terms without the prior written approval of the other party.

11.6 These Terms and your relationship with Bizagi under these Terms shall be governed by the laws of Delaware without regard to its conflict of laws provisions. You and Bizagi agree to submit to the exclusive jurisdiction of the courts of Delaware to resolve any legal matter arising from these Terms. Notwithstanding this, you agree that Bizagi shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

12. End User License Agreement for Bizagi-Developed Products

By downloading, installing or using this product or any portion thereof (“Product”), you agree to the following terms and conditions (the “Terms and Conditions”).

A. USE OF PRODUCT

1. Bizagi grants you the non-exclusive, non-transferable, limited right and license to install and use this Product solely and exclusively for your personal use.

2. You may not use the Product in any manner that could damage, disable, overburden, or impair the Product (or servers or networks connected to the Product), nor may you use the Product in any manner that could interfere with any other party’s use and enjoyment of the Product (or servers or networks connected to the Product).

3. You agree that you are solely responsible for (and that Bizagi has no responsibility to you or to any third party for) your use of the Product, any breach of your obligations under the Terms and Conditions, and for the consequences (including any loss or damage which Bizagi may suffer) of any such breach.

B. PROPRIETARY RIGHTS

You acknowledge that (1) the Product contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (2) Bizagi and/or third parties own all right, title and interest in and to the Product and content, excluding content provided by you, that may be presented or accessed through the Product, including without limitation all Intellectual Property Rights therein and thereto. Open source software licenses for Product source code constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms and Conditions, the open source licenses govern your agreement with Bizagi for the use of the Product. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Product or content that may be presented or accessed through the Product for any purpose, unless otherwise permitted, (b) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Product, (c) use the Product to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (d) remove, obscure, or alter Bizagi’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Product.

C. BIZAGI TERMS OF SERVICE AND PRIVACY POLICY

Bizagi’s Privacy Policy (located at www.bizagi.com/en/privacy-policy) explains how Bizagi treats your information and protects your privacy when you use the Product. You agree to the use of your data in accordance with Bizagi’s privacy policies.

The Product contains features that are used in conjunction with Bizagi BPM Suite. Accordingly, your use of such features of the Product is also governed by the Bizagi’s EULA located at www.bizagi.com , which may be updated from time to time and without notice.

D. U.S. GOVERNMENT RESTRICTED RIGHTS

This Product, related materials and documentation have been developed entirely with private funds. If the user of the Product is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Product, including technical data or manuals, is restricted by the terms, conditions and covenants contained in these Terms and Conditions. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Product is further restricted by these Terms and Conditions.

E. EXPORT RESTRICTIONS

The Product may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

F. AUTOMATIC UPDATES OR REMOVAL

Your copy of Bizagi BPM Suite may communicate with Bizagi or third-party servers from time to time to check for available updates to the Products, including Products developed and made available by third party developers, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions. By installing these Products, you agree that such updates will be automatically requested and installed without further notice to you.

G. TERMINATION

These Terms and Conditions will continue to apply until terminated by either you or Bizagi as set forth below. You may terminate these Terms and Conditions at any time by permanently deleting the Product from your system or device in its entirety. Your rights automatically and immediately terminate without notice from Bizagi or any Third Party if you fail to comply with any provision of these Terms and Conditions. In such event, you must immediately delete the Product.

H. INDEMNITY

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Bizagi, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Product, including your downloading, installation, or use of the Product, or your violation of these Terms and Conditions.

I. DISCLAIMER OF WARRANTIES

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

2. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEM, HARDWARE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

3. BIZAGI FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE PRODUCT.

4. THE PRODUCT IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

J. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIZAGI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE PRODUCT, INCLUDING ANY LOSS OF DATA OR DAMAGE TO YOUR SYSTEM, HARDWARE, OR OTHER DEVICE, WHETHER OR NOT BIZAGI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

K. MISCELLANEOUS

1. These Terms and Conditions and any other terms incorporated by reference constitute the entire Agreement between you and Bizagi relating to the Product and govern your use of the Product, and completely replace any prior or contemporaneous agreements between you and Bizagi regarding the Product.

2. Any applicable open source software license to the extent that it applies to the Product, these Terms and Conditions, the Bizagi Web Site Terms of Use to the extent that it applies to the Product, and any other applicable Service-specific Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

3. The failure of Bizagi to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to Bizagi.

4. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of these Terms and Conditions will continue to be valid and enforceable.

5. The rights granted in these Terms and Conditions may not be assigned or transferred by either you or Bizagi without the prior written approval of the other party. Neither you nor Bizagi are permitted to delegate their responsibilities or obligations under these Terms and Conditions without the prior written approval of the other party.

6. These Terms and Conditions and your relationship with Bizagi under these Terms and Conditions will be governed by the laws of Delaware without regard to its conflict of laws provisions. You and Bizagi agree to submit to the exclusive jurisdiction of the courts of Delaware to resolve any legal matter arising from these Terms and Conditions. Notwithstanding this, you agree that Bizagi will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.