Workflow Admin Manager SDK license agreement
This Workflow Admin Manager (WAM) Agreement (the “Agreement”) sets forth the agreement and understanding by and between Capitalize Data Analytics, LLC., 2626 Cole Ave Suite 300, Dallas, TX 75204 (“Workflow Admin Manager”) and the Technology Partner on whose behalf this Agreement has been accepted (“Technology Partner”) as of the Effective Date (as defined below). The permissions and licenses granted to Technology Partner by Capitalize Data Analytics in this Agreement are conditioned upon compliance with the terms and conditions of this Agreement by Technology Partner and by all of Technology Partner’s employees, contractors or other persons authorized by Technology Partner to use on behalf of Technology Partner the Software Development Kit to which this Agreement pertains.
1.1 “API” means an application programming interface of either the SDK or of Workflow Admin Manager, as applicable.
1.2 “APIs” means, collectively, the Workflow Admin Manager Non-Public APIs and the Workflow Admin Manager Public APIs.
1.3 “Workflow Admin Manager Materials” means preexisting software, header files, metadata, object types, graphical content, XML files, dll files or other material owned by Capitalize Data Analytics that may get incorporated by the SDK into Custom Developments.
1.4 “Workflow Admin Manager Products” means the Workflow Admin Manager products as described on the Capitalize web site at https://capitalizeconsulting.com/workflow-admin-manager.
1.5 “Workflow Admin Manager Non-Public APIs” means any APIs of any Workflow Admin Manager product or service that Workflow Admin Manager does not publicly document.
1.7 “Custom Developments” means either Custom Tools or Custom Loaders developed by or on behalf of Technology Partner using the SDK under this Agreement.
1.9 “Custom Tools” means custom plug-in software tools developed by or on behalf of Technology Partner using the SDK under this Agreement for use solely in conjunction with Workflow Admin Manager products, which tools may include software, graphical user interface widgets, data items, and XML files.
1.10 “Effective Date” means the date that the person accepting this Agreement on behalf of Technology Partner first clicks on the “I Accept” box and presses Enter to download Workflow Admin Manager. The name of Technology Partner and the date of such acceptance may be electronically recorded by Workflow Admin Manager.
1.11 “Excluded License” means any license that requires, as a condition of modification or distribution of software or materials subject to the Excluded License, that (i) such software or materials, or other software or materials combined or distributed with such software or materials, be disclosed or distributed in source code or other non-confidential form, or (ii) such software or materials, or other software or materials combined or distributed with such software or materials, and any associated intellectual property, be licensed on a royalty free basis (including for the purpose of making additional copies or derivative works). Excluded Licenses include but are not limited to all versions of the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Eclipse Public License (EPL), Common Public License (CPL), Apple Public Source License (APSL), Common Development and Distribution License (CDDL), and the Creative Commons licenses.
1.12 “SDK” means the Workflow Admin Manager Software Development Kit with which this Agreement was presented for acceptance prior to download by or on behalf of Technology Partner, plus any previous version of a Workflow Admin Manager Software Development Kit that Technology Partner has previously obtained without an accompanying license agreement (if applicable).
1.13 “SDK APIs” means APIs of the SDK that are publicly documented by Workflow Admin Manager on either the Workflow Admin Manager web site or in the SDK program documentation.
1.14 “SDK Documentation” means documentation describing the use and functioning of the SDK supplied by Workflow Admin Manager with the SDK or made publicly available by Workflow Admin Manager on the Workflow Admin Manager web site.
1.15 “Third Party Materials” means preexisting software, header files, metadata, object types, widgets, XML files or other material owned by Technology Partner or by a third party that may get incorporated by the SDK into, or utilized in conjunction with, Custom Developments.
- License Grant and Restrictions
2.1 Grant. Technology Partner must have a valid, currently paid-up license to the Workflow Admin Manager Platform as a condition of using the SDK. For so long as Technology Partner retains a valid, currently paid-up license to the Workflow Admin Manager Platform, and conditioned upon compliance with the terms and conditions of this Agreement, Workflow Admin Manager grants to Technology Partner and its employees, contractors and other persons authorized by Technology Partner to use the SDK on Technology Partner’s behalf, a limited, non-transferable, non-exclusive, non-royalty bearing, revocable license: (i) to download, install and use the SDK for the sole purpose of creating and testing Custom Developments for use solely in conjunction with the Workflow Admin Manager Designer, Workflow Admin Manager Server or Workflow Admin Manager Platform, as applicable, (ii) to invoke and use the SDK APIs and the Workflow Admin Manager Public APIs as part of the Custom Developments in accordance with the public documentation of such APIs, (iii) to copy and use internally the SDK Documentation in support of the creation and testing of Custom Developments, and (iv) to distribute such Custom Developments internally within its own organization and/or to its own end-user Technology Partners subject to an end-user license agreement that is at least as protective of Workflow Admin Manager’s proprietary rights in the SDK as those contained in this Agreement that includes, without limitation, terms for Workflow Admin Manager’s benefit regarding restrictions on reverse engineering (to the maximum extent permitted by applicable law), disclaimer of warranties, and limitations of liability.
2.2 License Restrictions. Except as expressly authorized under this Agreement, Technology Partner may not: (i) use, copy, modify, display, distribute, transfer, or sublicense any portion of the SDK; (ii) make the functionality of the SDK, the SDK APIs, or the Workflow Admin Manager APIs available to any third party through any means, including but not limited to any hosting, application services provider, service bureau, or other type of service; (iii) disassemble, decompile, or otherwise reverse engineer the SDK, or any Workflow Admin Manager Non-Public API, in whole or in part, or permit or authorize a third party to do so, except to the extent that such activities are expressly permitted by law notwithstanding this prohibition; or (iv) use any Workflow Admin Manager Non-Public API in any Custom Development or otherwise.
2.3 Restrictions on Distribution. In connection with any distribution of Custom Developments Technology Partner shall not (i) alter any copyright, trademark or patent notice contained in any Workflow Admin Manager Materials or Third Party Materials incorporated into or distributed with the Custom Developments; (ii) use any trademark, service mark, logo or name of Workflow Admin Manager without prior written approval of Workflow Admin Manager or in any way that suggests the Custom Development comes from or is endorsed by Workflow Admin Manager; (iii) distribute any Custom Development or any software or materials therein that is malicious, deceptive or unlawful; or (iv) modify, distribute, or convey any Custom Development so that the Custom Development or any code or materials to which it links, or of which it is a part, becomes subject to an Excluded License.
2.4 Additional License and Use Restrictions. Technology Partner shall fully comply with all U.S. export laws and regulations to ensure that neither the Workflow Admin Manager Platform, SDK, or Workflow Admin Manager APIs, any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. Technology Partner shall abide by any limitations on access, calls, or use of the Workflow Admin Manager Platform, the SDK or Workflow Admin Manager APIs (any “Service Limits”) that may be set by Workflow Admin Manager and will not attempt to circumvent such Service Limits without the separate prior written consent of Workflow Admin Manager. Technology Partner shall not use or access the Workflow Admin Manager Platform, SDK or Workflow Admin Manager APIs, or create or use any Custom Developments, for the purposes of monitoring the availability, performance, or functionality of the Workflow Admin Manager Platform, the SDK, the Workflow Admin Manager APIs or for any other benchmarking or competitive purpose. Technology Partner shall not use or access the Workflow Admin Manager Platform, SDK, Workflow Admin Manager APIs, or Custom Developments for any unlawful purpose, for any purpose not expressly authorized hereunder, nor in any manner that is inconsistent with the terms of this Agreement. Technology Partner shall not block, disable, or limit the ability of any device (whether or not it includes or utilizes a Custom Development) to access the Workflow Admin Manager Platform, Workflow Admin Manager APIs, or any portion or functionality thereof.
2.5 Support. Workflow Admin Manager is not obligated under this Agreement to provide any technical or other support (“Support Services”) for the SDK or the Workflow Admin Manager APIs. However, if Workflow Admin Manager chooses to provide any Support Services to Technology Partner, Technology Partner’s use of such Support Services will be governed by the then-current Workflow Admin Manager support policies. Technology Partner grants Workflow Admin Manager a royalty-free, worldwide, transferable, sub-licenseable, irrevocable, perpetual license to use or incorporate into the SDK, Workflow Admin Manager Platform or any other products or services of Workflow Admin Manager any suggestions, enhancement requests, recommendations or other feedback provided by Technology Partner or its employees, contractors or other persons acting on its behalf.
2.6 Updates. Workflow Admin Manager may, but is under no obligation to, update, or provide error corrections for the SDK. If Workflow Admin Manager provides Technology Partner with an update or maintenance release for the SDK, unless Technology Partner receives a separate license from Workflow Admin Manager in accordance with the provisions of Section 9 below for that update or release that expressly supersedes this Agreement, such update or release will be subject to the terms and conditions of this Agreement.
- API Access Requirements
Each Custom Development must maintain absolute compatibility with the Workflow Admin Manager Public and Alteryx APIs in order to be granted access to the Workflow Admin Manager Platform and Workflow Admin Manager Public and Alteryx APIs, including by (i) applying all SDK and API updates provided by Workflow Admin Manager, (ii) providing, error-free, all functionalities identified as critical by Workflow Admin Manager and Alteryx, and (iii) supporting any standards (including encryption standards) or platforms required by Workflow Admin Manager.
Workflow Admin Manager shall retain ownership and title to the SDK, the Workflow Admin Manager APIs, the Workflow Admin Manager Platform and the Workflow Admin Manager Materials. Workflow Admin Manager reserves all rights not expressly granted to Technology Partner in this Agreement. Technology Partner and/or its third party licensors, as applicable, shall retain all right, title and interest in the Custom Developments developed by or on behalf of Technology Partner, subject to Workflow Admin Manager’s rights in any Workflow Admin Manager Materials incorporated therein or utilized thereby and to any third party rights in any Third Party Materials incorporated therein or utilized thereby. Technology Partner acknowledges that use of the SDK by Workflow Admin Manager or its Technology Partners, end users, developers, distributors, or partners may result in the creation of functionality similar to the functionality contained in Custom Developments that Technology Partner may create. As part of the consideration of the grant of rights to Technology Partner under this Agreement to use the SDK to create such functionality, Technology Partner grants to Workflow Admin Manager and Workflow Admin Manager’s Technology Partners, end users, developers, distributors, and partners a non-exclusive, royalty-free, non-terminable license to practice any inventions claimed in any patents covering Custom Developments that Technology Partner or any of its affiliates may have or obtain in the future. Technology Partner shall have no obligation to supply any such Custom Developments to Workflow Admin Manager or to its Technology Partners, end users, developers, distributors or partners, and Technology Partner does not grant hereunder any license under any copyrights, trade secret rights, trademarks or other intellectual property rights in the Custom Developments other than patent rights.
- Representations and Indemnity by Technology Partner
5.1 Representations and Warranties. Technology Partner represents and warrants to Workflow Admin Manager that (i) Technology Partner owns or has sufficient enforceable license rights to all Third Party Materials that may get incorporated by the SDK into, or utilized in conjunction with, Custom Developments; (ii) such Third Party Materials do not and will not infringe or misappropriate any patent, copyright, trademark, trade secret, or any other intellectual property right of any third party, either by themselves or in combination with a Custom Development; and (iii) Technology Partner shall at all times obtain and retain all enforceable license rights, rights to information, or other rights necessary for the creation, use and distribution of any Custom Loader it creates and for such Custom Loader to connect to, access and transfer or load data from a third party data source, such as a server or database system, including any rights necessary to create any custom metadata or object types developed using the SDK; and (iv) Technology Partner shall at all times obtain and retain all enforceable license rights, rights to information, or other rights necessary for the creation, use and distribution of any Custom Tool it creates, including any rights necessary to create any software, graphical user interface widgets, data items, and XML files incorporated in or utilized by such Custom Tool.
5.2 Indemnification. Technology Partner shall defend or settle, indemnify and hold harmless Capitalize Data Analytics, LLC, its officers, directors and employees, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any claim (i) that a third party has suffered injury, damage or loss resulting from the creation, use, or distribution of Custom Developments or the breach of any provision of this Agreement; or (ii) that any Custom Development infringes or misappropriates any patent, copyright, trademark, trade secret, or any other intellectual property right of any third party. Technology Partner’s obligations under this Section 5.2 are contingent upon (i) Workflow Admin Manager providing Technology Partner with prompt written notice of such claim; (ii) Capitalize Data Analytics, LLC providing reasonable cooperation to Technology Partner, at Technology Partner’s expense, in the defense and settlement of such claim; and (iii) Technology Partner having sole authority to defend or settle such claim. Workflow Admin Manager reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of any claim.
- Term and Termination
This Agreement remains effective until terminated or until superseded by a modified version of the Agreement pursuant to Section 9 below. Technology Partner may terminate this Agreement for any reason by providing Capitalize Data Analytics, LLC written notice. Capitalize Data Analytics, LLC may terminate this Agreement for any reason by providing Technology Partner at least 30 days’ advance notice. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of written notice of breach by the other party. Capitalize Data Analytics, LLC may also terminate this Agreement immediately upon written notice to Technology Partner in order to comply with the law or requests of governmental entities. Upon termination of this Agreement, (i) all rights and licenses granted to Technology Partner hereunder will terminate; (ii) Technology Partner will create no further Custom Developments, except that Technology Partner may continue to copy and distribute Custom Developments that were created in full compliance with this Agreement prior to such termination, and (iii) Technology Partner will, within 15 days of termination, destroy all copies and cease distribution of all other Custom Developments. Sections 2.2-2.4, 4-8 and 10 shall survive termination of this Agreement.
- No Warranty
The SDK, WORKFLOW ADMIN MANAGER MATERIALS AND WORKFLOW ADMIN MANAGER PUBLIC APIs ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WORKFLOW ADMIN MANAGER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER NOR ANY THIRD PARTY FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY DAMAGES THAT EXCEED (A) $1 MILLION WITH RESPECT TO TECHNOLOGY PARTNER’S INDEMNITY FOR INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, OR (B) IN ALL OTHER CASES, $10,000. THE FOREGOING LIMITATIONS SHALL NOT APPLY IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- Modifications to the Agreement
Capitalize Data Analytics, LLC may modify the terms of this Agreement, at any time and in its sole discretion, by providing Technology Partner with thirty (30) days’ written notice of such modification, including by posting the new terms on Workflow Admin Manager’s website. If any noticed modification to this Agreement is unacceptable to Technology Partner, Technology Partner’s sole recourse will be to terminate this Agreement in accordance with Section 8 above. Technology Partner’s access and/or use of the SDK more than thirty (30) days after receiving such notice will constitute Technology Partner’s acceptance of the noticed modifications. If accepted as set forth in this Section 13, the modified Agreement will be in force going forward with an Effective Date commencing upon the thirty-first day after Technology Partner’s receipt of notice of such modification.
This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Company’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses as may be specified by either party to the other in accordance with this Section 10. In addition, Company may notify you by sending you an email to the address provided to us in connection with your registration. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless modified by a writing dated subsequent to the date of this Agreement and signed on behalf of Technology Partner and Workflow Admin Manager by their respective duly authorized representatives.. Each party agrees to comply in all material respects with all applicable laws, rules, and regulations in connection with its activities under this Agreement.