License Agreement: Systems2win templates Version 8
License agreement for v6 and v7 is the same as v8. Version 5 and lower is different.
THE MOST IMPORTANT THING THAT EVERY USER MUST KNOW
Any document created using a licensed 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.
Some Systems2win templates are available in a Trial version.
Trial templates may be used and distributed freely - as long as they are used in accordance with all of the license terms.
It is NOT okay to:
Mass distribute trial software without written permission from Systems2win.
Mass distribute a version of our trial software that has in any way been altered, or use our software as the starting point or model for your "own".
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.
Bookmark = LICENSEE
Usually, a company will choose to
use its company name as Licensee name (which appears on every template)
thereby allowing full flexibility to use any licensed seat anywhere in the company.
A large company can, however, choose to have separate Licensee groups for divisions, locations, or other groups - each with its own license for its own seats. (Perhaps for budgeting reasons, or so each group can have a different mix of templates.)
Splitting a company into different Licensee groups is permissible if (and only if):
- Each group must maintain its portal on a server folder that is accessible only to its licensed users.
- Any working document that is created using a Systems2win template that is distributed outside of the licensed users, (including the corporate office or sister divisions or locations), must be distributed in a non-editable format, such as printed paper or a PDF.
- The Licensee name (that appears on every template) starts with the company name followed by a dash, and then the name of the division or location or other clearly-defined group of users that are licensed to use these templates.
Examples of Licensee name for division or location:
Our Company Name - Southwest Division
Our Company Name - Jacksonville, FL location
Each sub-group will from then on be treated as a separate Systems2win customer - with a separate portal, a separate Primary Contact and IT Contact, separate renewal notifications, etc. Quantity discounts for upgrade pricing will be calculated separately for each group (not a combined discount for the total quantity of seats for all groups within the company).
Once the Licensee has been defined for a given purchase, the Licensee cannot
(for example: that batch of seats cannot be split into smaller groups, or combined with a larger group),
until you purchase an upgrade
(or add more templates or seats for a value greater than your upgrade price would have been)
at which time the Licensee (and/or logo) can be reconsidered.
When you upgrade your templates, every
seat owned by the Licensee must be upgraded at the same time.
Because of our sync capability, once one seat is upgraded, all of the other licensees automatically get synced with the same upgraded templates. So every user in a Licensee group must always own the same templates as every other licensed user in that group.
Or your other option is to forfeit some seats that you are not using.
On our server, we can see how many of your seats have been deactivated - and at your request, we can reduce the number of seats owned - which will then allow you to upgrade fewer seats.
When you add more seats, you must either:
- Purchase the same bundles already owned by the Licensee, or...
- Split into a separate Licensee group
(with it's own portal, its own server, its own contact people, etc.)
When you add more bundles of templates than you originally purchased, you must either:
- Purchase the additional templates for every seat owned by the Licensee, or...
- Split into a separate Licensee group
(with it's own portal, its own server, its own contact people, etc.)
EXCHANGING TEMPLATES BETWEEN LICENSEES
Templates can be exchanged between users from different groups of Licensees - as long as both Licensees own a license for the template being exchanged.
Any document created using a Systems2win template that is distributed outside of Licensed Users, (including the corporate office or sister divisions or locations), must be in a non-editable format, such as printed paper, an image file, or a PDF.
GRANT OF LICENSE
Systems2win templates are never sold; they are licensed only and remain the property of Systems2win. If your purchase was for a lease period, then your license is only valid for that lease period.
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, contractor, or supplier for the Licensee.
It is permissible for your hired consultants, contractors, and suppliers to use your templates on your behalf - using one or more of your licensed seats. Your consultants 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.
Bookmark = PRIMARY
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:
Serve as primary contact for notification of upgrade anniversary renewals, and notifications of upcoming user groups and trainings.
Serve as your in-house "go to" person for questions about your Systems2win templates.
IT Contact responsibilities:
Set up the S2winPortal on your company's server.
Distribute licensed installation files to users. (Just like every other software that you own.)
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 > Systems2win menu > About Systems2win Templates.
All intellectual property rights in the software, including but not limited to 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, de-compiling, 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 Help worksheet
Bookmark = INSTALLATION
Your Systems2win templates and/or portal should be installed on a server folder that is not accessible to users from other non-licensed companies, divisions, or locations - particularly if the Licensee is less than the full company.
If your license is for only 1 seat - then it is only permissible to install your S2winPortal on either:
- A drive on the Licensed User's local PC, or...
- A folder on a server that has permissions set to allow access only by the one Licensed User
If you own more than one seat:
It IS permissible to install your S2winPortal in a server folder that is accessible to everyone in the entire company, division, or location specified in the Licensee name that appears on every template - as long as the server folder is accessible ONLY to employees of the Licensee.
Your S2winPortal can be installed on multiple servers - as long as each server folder is accessible only to users from the licensed company, division, or location.
Bookmark = AUDIT
LICENSE COMPLIANCE AUDIT
License compliance can be audited by simply searching folders
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.
INCENTIVES FOR REPORTING PIRACY LICENSE VIOLATIONS
Systems2win offers cash rewards for reporting suspected piracy. Your identity is kept anonymous. A minimum cash reward of at least $100 is awarded to the first person providing any any tip that leads to a license compliance audit and the issuance of a cease and desist warning. A reward of up to $10,000 is possible 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 online 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 online training materials. (Unless specifically authorized in a special agreement.)
Purchase price includes one year 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 Trial version templates is provided within reason.
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 billing rate, which includes the use of web conferencing as needed.
Upgrade pricing & policies are published on the Upgrades web page, and are subject to change without notice.
The Licensee section of this License Agreement clarifies how your choice of Licensee affects your upgrade options.
The name of any client can be published on the Systems2win client list - unless we receive a letter requesting not to be listed.
It is not permissible to sell or distribute your licensed templates outside of your licensed company.
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
(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.
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).
Any controversy or claim arising out of or relating to the Agreement or the breach of it shall be settled by arbitration in Wilson County, Tennessee, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrator(s) shall be bound by the laws of the State of Tennessee (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the parties. The prevailing party in any action related to or arising under this Agreement shall be entitled to reasonable attorney's fees and costs.
Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred without prior written consent of the other party.
The invalidity or unenforceability of any particular provision(s) of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted, and this Agreement shall remain in full force and effect.
No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party or waiver of a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
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.
Bookmark = Consulting
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:
- Identified your firm as a consulting firm or educational institution (in the Agree to License field on the order form)
- 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:
- 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 unless they own their own license.
Exception: 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, Value Stream Mapping, Six Sigma, Strategic Planning, Project Management, or any other type of templates.
- Each client deliverable must retain all Systems2win copyright notices, and your firm's license information, exactly as delivered from Systems2win.
- If you observe unauthorized use of Systems2win templates, you report it to Systems2win.
USE OF TEMPLATES FOR EDUCATIONAL TRAINING
Approval for consulting and training are 2 separate approval processes.
- All of the same rules for consulting also apply to educational training.
- Trial versions of templates can be used for classroom training.
All other (non-trial, licensed) 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 VERSIONS - HANDS ON USE BY STUDENTS IS EXPLICITLY PROHIBITED -
UNLESS THE STUDENTS OWN THEIR OWN LICENSE for their own Systems2win templates.
- To avoid fraud, Systems2win reserves the right to compare your list of registered students with the names of purchasers using your school's student discount code. We will not use or disclose this confidential list for any other purpose.
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 AND EDUCATIONAL INSTITUTIONS
Authorized Consulting Firms and Educational Institutions are eligible to receive a finder's fee commission for being the first to refer a new client to Systems2win.
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.
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:
- Value Stream Mapping
- Standard Work Combination Sheet
- Visual Work Instructions / Job Instructions
- Swim Lane Functional Flow Chart
- Excel Gantt Chart
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
you ARE allowed to sell or give away non-Systems2win Word or Excel templates
and you are encouraged to distribute your templates using your client's S2winSync folder - so that your custom templates are automatically distributed to every user every 14 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 our regular billing rate to debug your application.
Authorized Resellers also agree to comply with any additional individually-negotiated 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.