CapturePoint End User License Agreement

IMPORTANT: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE (“YOU”) AND Process Fusion Inc. (“PFI” or “We”). BY downloading, INSTALLING AND USING THE SOFTWARE (“Software”), YOU ACCEPT THE SOFTWARE AND AGREE TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY downloading, INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE PROMPTLY EXIT THIS AGREEMENT WITHOUT TRYING TO INSTALL THE SOFTWARE. THIS AGREEMENT SHALL APPLY ONLY TO THE APPLICATION SUPPLIED BY PFI HEREWITH, REGARDLESS OF WHETHER OTHER APPLICATIONS ARE REFERRED TO OR DESCRIBED HEREIN.

​Definition

  • “Process Fusion Inc.” or “PFI” or “We” means Process Fusion Inc. registered at 3250 Bloor Street West, Suite 1000, East Tower
    Toronto, Ontario M8X 2X9 Canada.
  • “A user” or “An end user” or “You” means whoever accesses or uses the capturepoint.net domain or related services with or without paying the service fee.
  • “CapturePoint” is the brand name of the cloud service created by Process Fusion Inc..
  • “CapturePoint” or “the service” is a fee-based document transformation service running on a device (including computer, multifunction or mobile device) or on the cloud.
  • “Activation” means the procedure whereby the activation code is checked for validity.
  • “Try” means that a user accesses or uses, with the purpose of evaluating the service, for free. We reserve the rights to limit the features as needed.
  • “Intellectual Property” means the Confidential Information, and any trade secrets, copyrights, inventions, works, Trade-marks, logos, designs, distinctive names, commercial symbols, domain names, materials (including but not limited to User Documentation, books, pamphlets, manuals, questionnaires, checklists, bulletins, technical bulletins, memoranda, administration bulletins, business processes and best practices, presentation templates, training materials, memoranda, videos, tapes, charts, letters, notices or other publications or documents prepared by or for Process Fusion Inc., as may be modified from time to time) and insignia developed, owned, or provided by Process Fusion Inc. in connection with this Agreement.
  • “Service” means any services provided by Process Fusion Inc. to you.

License​

  • Subject to the terms and conditions of this Agreement, Process Fusion Inc. grants to you and you accept, a non-exclusive, non-transferable, limited license:
    • (a) to install and use the Software on a single computer or other device; or
    • (b) to install and use the Software on a file server for use on a network for the purposes of:
      • (i) permanent installation onto hard disks or other storage devices, or
      • (ii) use of the Software over such network.
  • A license for the Software may not be shared, installed nor used concurrently on different computers, unless provided for by this Agreement.

​Your Acceptance

  • By installing or using the CapturePoint application running on a computer, multifunction device or a mobile device, you signify your agreement with the terms and conditions specified in this agreement. Although we may attempt to notify you when major changes are made on this terms of service agreement, you should periodically review the most up-to-date version ​. Process Fusion may, in its sole discretion, modify or revise the terms at any time, and you agree to be bound by such modification or revisions.

Privacy Notice

  • We may collect information related to personal identifiable information, including your name, your organization name, address, email address and telephone number, when you access our website or service. Your personal identifiable information may be collected during the service is purchased, activated and/or supported. We collect personal identifiable information so that you can be contacted for questionnaires/surveys, new product announcements, service changes or renewal notices. As the service may be provided to you via our affiliates, we may share your personal identifiable information with our affiliates for ongoing communications purpose.
  • We may collect activities information, including cookies and web beacons. Unlike the personally identifiable information, activities information does not directly identify a particular person. It can potentially linked to a particular computer or device. We collect activities information so that we can run or enhance our service based on the hardware device characteristics.
  • We may collect anonymous information that does not identify you but the information can be used for statistical analysis for product enhancement purpose.

General Use of Services

  • You agree not to use the service to rent use the service for service bureau or time-sharing purpose or in any other way allow third parties to exploit the service. You agree not to charge a fee to any party to for access to or use of the service.
  • You shall not assign, transfer or sub-license your rights under this Agreement except as provided for under this Agreement.
  • You agree that the services are to be provided on an “as is” and “as available” basis. You use the services at your own risk. To the fullest extent permissible pursuant to applicable law, PFI disclaims all warranties of any kinds, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.
  • You agree to use the service only for lawful purposes and not for unauthorized copying, duplication, distribution, display or modification of any material or information protected by copyright or trademark or otherwise lawfully restricted. You will not use the services for any purpose that is contrary to applicable laws or which is a nuisance. You agree not to transmit any material that is unwanted, threatening, abusive, obscene, discriminatory (including, without limitation, “hate” literature directed at any identifiable group) or in contravention of any law. You agree not to undertake mass-mail broadcasts of electronic mail (e-mail) or other means of electronic communications with the intent of sending unsolicited advertising to other users of the Internet.
  • You will be responsible for the actions and activities of any party who uses the Services whether or not such person used the identification and password with the User’s consent or knowledge.
  • A waiver by either party of any term or condition of this Agreement will not be deemed a waiver of the term for the future, or of any subsequent breach of it.
  • The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. Such invalid or unenforceable provision shall be deemed to be severed from this Agreement and the Agreement shall be construed as if such provision was never inserted into it.

​Indemnity

PFI will provide the services using currently available technology and will avoid using any hardware, software or methods known to threaten User security. Beyond that, PFI makes no warranties of any kind, whether expressed or implied, in relation to the accuracy, safety or quality of the Services with the exception of those outlined in this agreement. PFI does not guarantee the privacy of files or E-mail or the security of any computer used to access the Services. PFI has no responsibility for any damage suffered by any person, organisation, group or entity due to loss of data, delay, non-delivery or service interruptions in using the Services, whether or not caused by the negligence, errors or omissions of PFI or those for whom it is responsible at law. PFI exercises no control and has no responsibility whatsoever over the information passing through the Services. Use of any information obtained through the Services is at the User’s sole risk and User assumes full responsibility for the accuracy, reliability, quality or effect of information obtained through the Services. The User specifically waives any right to any consequential damages as a result of any failure of the Services, including, without limitation, loss of data or hardware, and under no circumstances will PFI be liable to the User or any other party for any amount greater than the amounts paid by the User for Services, even in the event of the negligence of PFI or a fundamental breach of this Agreement. The User agrees to indemnify and hold harmless PFI, their subsidiaries, successions, assigns, officers, directors, employees and agents from any and all claims resulting or arising from this Agreement, the User’s use of the Services and any breach of this Agreement by the User whether or not caused by the negligence or omission of PFI or those for whom it is responsible at law.

No action, regardless of form, arising out of this Agreement, may be brought by you more than two (2) years after the facts giving rise to the cause of action have occurred, whether those facts by that time are known to or reasonably ought to have been discovered by you.

​Governing Laws

These Terms shall be governed and construed in accordance with the laws of the province of Ontario, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

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:

CapturePoint
The FUP contains guidelines for customers’ use of the CapturePoint SaaS product to ensure that each customer has a consistently high-quality experience. CapturePoint 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?
CapturePoint 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 CapturePoint 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 CapturePoint FUP. This is currently defined as per the limits detailed below, although CapturePoint reserves the right to amend these limits.

  • 1. The FUP covers the use of CapturePoint SaaS products
    • 1.1 Usage of the CapturePoint 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 CapturePoint 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 CapturePoint 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 CapturePoint Page