License Agreement: Systems2win templates Version 6

  License Agreement for Version 5 and lower 

THE MOST IMPORTANT THING THAT EVERY USER MUST KNOW

Any document created using a Systems2win template that is distributed outside of licensed users must be in a non-editable format, such as printed paper, an image file, or a PDF. To make it easy to comply with this license requirement, Systems2win provides training for how to download and use free PDF writing software.

 

PRIMARY CONTACTS

Because of the way that a single license is distributed for multiple activations, each customer is required to provide contact information for your Primary User:

Primary User responsibilities:

  1. Serve as primary contact for notification of upgrade anniversary renewals, and notifications of upcoming user groups and trainings.

  2. Serve as your in-house "go to" person for questions about your Systems2win templates.

IT Contact responsibilities:

  1. Set up the S2winPortal on your company's server.

  2. Distribute licensed installation files to users. (Just like every other software that you own.)

  3. Ensure that all users are familiar with the terms of this license agreement.

In a small company, (or a single user license), one person might play the roles of IT Contact, Primary User, and Purchasing Agent (and that's okay).

Your Primary Contacts do not have the option of "opting out" of infrequent email notifications for upgrade renewals and upcoming user group sessions. (Please note that our newsletter is published using a completely different database, which can be easily unsubscribed at any time.)

Your company must always provide designated Primary Contacts at all times (even if an original Primary Contact is no longer with your company).

The names of the Primary Contacts for your company can be found in Excel > Add-ins > Systems2win menu > About Systems2win Templates.

 

TRIAL AND SHAREWARE VERSIONS

Some Systems2win templates are available in a Trial or Shareware version.

Trial and shareware templates may be used and distributed freely - as long as they are used in accordance with all of the following license terms.

 

 

This is a legal agreement between the licensee, as an individual or an entity, and Systems2win.  By installing and using this Software, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, do not install this software, or promptly delete the Software from your computer. A single license violation of this agreement is cause for license revocation and possible civil and/or criminal penalties.

 

GRANT OF LICENSE

Templates are licensed on a per seat basis. There is one license Activation per seat. A single user installing the software on 2 computers requires 2 seats. License Activation can be easily moved between computers. Refer to full description and terms of per seat license.

Systems2win templates are never sold; they are licensed only and remain the property of Systems2win. This License Agreement permits you to use the templates within your defined group of Licensed Users. If licensed to an individual user, then only that individual may use the software.

Each user must be an employee or contractor for your licensed company.

It is permissible for your hired consultants and contractors to use your templates on your behalf - using one or more of your licensed seats. Your consultant will need to purchase a consulting license to use the templates for any other client. Licensed Consulting Firms and Educational Institutions can use templates on behalf of their clients - in accordance with the terms and conditions for Consulting Firms and Educational Institutions.

Noneditable deliverables created from this software can be used for the benefit of joint-venture partnerships, however, the nonpurchasing joint-venture partner has no ownership rights to the software.

Any document created using a Systems2win template that is distributed outside of Licensed Users must be in a noneditable format, such as printed paper, an image file, or a PDF.

 

COPYRIGHT  

All intellectual property rights in the software, including all code, animations, audio, images, maps, photographs, video, and text incorporated into or associated with the software are owned by Systems2win and are protected by United States copyright laws and international treaty provisions. Systems2win retains all rights not expressly granted. Printed materials contained within the software cannot be distributed outside of your Licensed Users. You may not rent or lease the software. Reverse engineering, decompiling, or disassembling the software is expressly prohibited by applicable law. 

(Conventions: Within this contract, the terms Software and Template or Templates are interchangeable.)

 

TEMPLATE AND PORTAL PERSONALIZATION

It is permissible to personalize your Systems2win templates and portal any way you want as long as:
1) You do not remove the Systems2win copyright and licensing notices
2) You do not disable or in any way alter the Systems2win macros
3) You do not remove any Sample or Help worksheet

 

INSTALLATION

If license is for less than the full company, the templates cannot be installed on a server shared with non-licensed users, unless the S2winPortal folder and files have restricted access for only the licensed users.

Templates can be installed on multiple computers - as long as those computers are only shared by licensed users.

 

LICENSE COMPLIANCE AUDIT

License compliance can be audited by simply searching folders AND DOCUMENTS for the keyword "systems2win".
Your in-house Information Technology Department should periodically perform an audit of servers and suspect PC's in order to assure license compliance.
There are also several additional ways to audit for license compliance, and Systems2win reserves the right to request a compliance audit at any time.

 

INCENTIVE FOR REPORTING PIRACY LICENSE VIOLATIONS

Systems2win offers a reward of 10% up to a maximum of $10,000 for information leading to a successful lawsuit or settlement for software piracy.
Violation of license agreement terms is also cause for license revocation, and possible civil and criminal prosecution.

 

TERMS OF LICENSE FOR PORTAL AND ON-LINE TRAINING

Everything about your Portal is licensed to your Company or Division only. Unlike templates, even consulting firms are not authorized to distribute the intellectual content from any portal page, including on-line training materials. (Unless specifically authorized in a special agreement.)

 

SUPPORT

Purchase price includes a period of free telephone & web conference support – to answer your quick questions about how to use a template. Training or consulting for topics such as Lean, Six Sigma, or Strategic Planning is available as a billable service.

Support for Shareware and Trial version templates is provided within reason.

Every Systems2win template relies upon macros to safeguard against several possible ways that users might "shoot themselves in the foot". If a template has been used without enabling macros, or has been modified in a way that "messes up" the original programming, then you can either:
a) Restore your backed up original template, or
b) Pay Systems2win's hourly rate to help debug the formulas or other functionality that was altered

 

TRAINING, CONSULTING, AND CUSTOM PROGRAMMING

Training, consulting, and custom programming are available at the current rate of $250/hr, which includes the use of web conferencing as needed.

 

UPGRADES

Upgrade pricing & policies are published on the Upgrades web page, and are subject to change without notice.

 

CLIENT LIST

The name of any client can be published on the Systems2win client list - unless we receive a letter requesting not to be listed.

 

DIVESTITURE

It is not permissible to sell or distribute your licensed templates outside of your licensed company.

Exceptions:

1. Provided that the receiving Licensee agrees to be bound by the same terms and conditions of use as the transferring Licensee, the Licensee may transfer or assign, without Licensor's consent and without payment of additional fees or charges, a right and license to use these templates:
(i) to a purchaser of the entire licensed company or division (not just a portion of it), provided that the purchaser agrees in writing to be bound by the terms and conditions of use, termination, liability, and non-disclosure contained in this Agreement.
(ii) to a new legal entity purchased or created as a division of the licensed company or division

 

IN-HOUSE SUPPORT REQUIREMENTS

The client assumes total responsibility for the design, setup, and testing of its systems security.

Systems2win will not be held liable under any circumstances for any incidental or consequential damages resulting from improper or inadequate security design, setup, or testing of web conferencing and/or the Portal.

The client needs sufficient support resources (in-house &/or outsourced) to assume primary front-line responsibility for the maintenance and care of its chosen technologies.

 

DELIVERY AND PAYMENT TERMS

Your templates and/or portal will be personalized, then delivered shortly after receipt of your logo and payment (or approval of credit request).

KEEP A BACKUP OF THE MASTER FILES that are emailed to you. There is a $25 replacement if Systems2win needs to re-send your templates.

 

LIMITED WARRANTY

Systems2win warrants that the software, as delivered, is free from defects for a period of thirty (30) days from date of delivery.

 

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OF OF INABILITY TO USE THE SOFTWARE, USER INSTRUCTIONS, DOCUMENTATION, OR OTHER RELATED TECHNICAL SUPPORT, INCLUDING WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY FOR ANY ALLEGED DAMAGES OR BREACH OF THIS AGREEMENT IS A REFUND OF MONEYS PAID TO DEAN ZIEGLER (dba Systems2win).

It is understood that Systems2win is a dba name for Dean Ziegler, a sole proprietor.

This is our entire agreement, which may be changed in writing with the approval both parties.

 

 

Additional terms and conditions for Authorized Resellers, Consulting Firms, and Educational Institutions

In addition to the above, Authorized Resellers, Consulting Firms and Educational Institutions also agree to the following...

If, and only if, you have:
1. Identified your firm as a consulting firm or educational institution (in the Agree to License field on the order form)
2. Provided proof that your firm is in fact in the primary business of consulting or education
Then you can use your Systems2win templates for consulting and training purposes, under the following conditions:
 

USE OF TEMPLATES FOR CONSULTING:
1. Client deliverables created using Systems2win templates are delivered to the client in a non-editable format. E.g. a printed document, a PDF file, or an image format such as gif, jpg, bmp...
IT IS NEVER PERMISSIBLE to distribute a deliverable in an Excel or Word document format that can be edited by your clients or students.
Exceptions:
a) Consulting firms are permitted to use any of the Software Project templates (only) as the starting point for developing their own personalized Word, Excel, and MS Project templates, which can be used in editable form by the firm's consulting clients. (Not classroom students, or clients that purchase only templates without being primarily a client utilizing consulting services.)
This exception is for Software Project templates only - not Lean, Kaizen, Business Process Improvement, Six Sigma, Strategic Planning, Project Management, or any other type of templates.

2. Each client deliverable must retain all Systems2win copyright notices, and your firm's license information, exactly as delivered from Systems2win.

3. If you observe unauthorized use of Systems2win templates, you report it to Systems2win.

 

USE OF TEMPLATES FOR EDUCATIONAL TRAINING

1. All of the same rules for consulting also apply to educational training.

2. (Trained) Authorized Consultants can use the templates to teach a class outside of their licensed consulting firm. (The reverse is NOT true. Licensed Instructors are not authorized to use the templates for moonlight consulting.)

3. Trial and Shareware versions of templates can be used for classroom training.

All other (non-trial-version) templates can be used:
a) To develop handouts and classroom assignments - which must be distributed in a non-editable format, such as printed paper or PDF.
b) For the Authorized Instructor to demonstrate concepts in front of the class (using a projector)
FOR ALL TEMPLATES OTHER THAN TRIAL AND SHAREWARE VERSIONS - HANDS ON USE BY STUDENTS IS EXPLICITLY PROHIBITED  - unless the employer(s) for all students in the class has purchased a license for their own Systems2win templates.

Important note: A single license violation is cause for license revocation and possible civil and/or criminal penalties.

Exceptions to any of the above terms can be granted in writing.

 

FINDERS FEE FOR CONSULTING FIRMS

Authorized Consulting Firms are eligible to receive a finder's fee commission for being the first to refer a new client to Systems2win. See full terms when you sign up for our Affiliate Program.

 

LINK EXCHANGE

Licensed consulting firms that provide a link to Systems2win.com will receive a reciprocal link from the Systems2win web site. Simply email us with a link to the page on your site containing our link - with your request for us to add your link to our site.

 

PRIVATE-LABEL TEMPLATES

You can not offer any other editable Word or Excel templates that compete with any "crown jewel" templates offered by Systems2win for 1 year following written notification of termination of this agreement.

"Crown jewel" templates are defined as the following:

For ANY Systems2win template, it is not permissible to reverse engineer it, or make a few changes, call it your own, and then sell it or give it away in an editable format. Any private-label templates that you offer should ideally be completely different from any Systems2win template, and at a minimum must be unique enough that a reasonable person would not have simply personalized a standard Systems2win template.

 

As long as you comply with the above restrictions...
you ARE allowed to sell or give away non-Systems2win Word or Excel templates

and you are encouraged to distribute your templates using the S2winSync folder - so that your custom templates are automatically distributed to every user every 7 days or whenever a user syncs their local PC with the templates in their master S2winPortal.

 

Systems2win will not sign any confidentiality agreement, and will not pay money for ideas to improve Systems2win templates. If you don't want Systems2win to see your confidential & proprietary private-label tools, then there is no need for you to show them to Systems2win. (You can still use our S2winSync capability to distribute your private-label templates without our ever seeing them.)

If you make routine changes to our Systems2win templates or portal as part of your regular delivery of your private-label templates, then we encourage (but do not require) you to ask Systems2win to review what you are doing - perhaps with the possibility of incorporating those changes into base code.

 

If you use Visual Basic to add macros or add-in functionality to your private-label templates...
then we highly recommend that you use one of the error-handling techniques thoroughly taught in the book Professional Excel Development, by Bullen, Bovey, and Green. Excel is not a multi-threaded application, so any errors that you don't trap will be captured by the Systems2win error handler, and we will charge you $250 an hour to debug your application.

 

Authorized Resellers also agree to comply with additional terms and conditions that supplement (and do not replace) the terms and conditions of this License Agreement.

 

 

U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and user documentation is provided with restricted and limited rights. Use, duplication, or disclosure by any Government agency purchasing Systems2win Software is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause contained in the Defense Federal Acquisition Regulation Supplement (DFARS) 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights of the Code of Federal Regulations (CFR) 52.227-19, as applicable.