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Your use of the FME Flow Hosted online services (the "Online Services") provided by Safe Software Inc. ("Safe Software") is subject to: (i) these Terms of Use; (ii) any Data Processing Addendum signed by you and returned to legal@safe.com; (iii) any other terms which accompany a specific offering of the Online Services; and (iv) any restrictions on use described in the order form when you request a free trial or purchase the Online Services (collectively, the "Terms"). By clicking "Accept" or otherwise accessing or using the Online Services, you agree that these Terms are enforceable like any written agreement signed by you and are legally binding between you and Safe Software. If you do not agree with any of the Terms, do not use the Online Services. If you are using the Online Services on behalf of a business or other entity, then you agree that you are authorized to accept these Terms on behalf of such entity.

1. Using the Online Services

Online Services include any online platform, software, documentation or service available at safe.com/fme/fme-cloud, or any successor URLs controlled by Safe Software or its affiliates, as well as any related technical support. You may access and use the Online Services only in compliance with the Terms. You may access the Online Services using the interface(s) provided and in compliance with applicable laws, including data privacy laws and regulations. Safe Software reserves the right to immediately suspend or stop providing Online Services to you if Safe Software, acting reasonably, believes you failed to comply with these Terms.

You agree not to knowingly: (a) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Online Services or take any action which could damage, disable, overburden, or impair the Online Services infrastructure or Safe Software's network system; (b) post or transmit to the Online Services any content in violation of another party's intellectual property rights or any content that is unlawful, fraudulent, harassing, libelous, or obscene; (c) post or transmit to the Online Services any information that contains a virus, bug, or other harmful item; (d) copy, distribute, prepare derivative works, reverse engineer, or use the Online Services other than as permitted herein; (e) attempt to gain unauthorized access to any software, other accounts, computer systems, or networks connected to any Online Services infrastructure through hacking, password mining, or any other means; (f) take any action which may interfere with any other party's use and enjoyment of the Online Services; or (g) obtain or attempt to obtain any materials, services, or information through any means not intentionally made available through the Online Services.

Safe Software will use reasonable commercial efforts to make the Online Services available except for: (i) planned downtime for which we will provide you with at least eight hours advance notice; or (ii) unanticipated or unscheduled downtime of all or part of the Online Services, including system failure or other events beyond the reasonable control of Safe Software. You acknowledge that certain components of the Online Services are provided by third party service providers, including but not limited to Amazon.com Inc., and are beyond the reasonable control of Safe Software.

The Online Services allow you to launch an “Instance”. An Instance is a self-contained, virtual server machine with FME Flow software installed. Safe Software has no ability to access your Instance through the FME Flow web interface or APIs. As such, it is your responsibility to monitor and maintain the FME Flow software within your Instance. See the “FME Flow Hosted Shared Responsibility Model” section in the FME Flow Hosted Support Policy for more information.

You will be enrolled in the Included support plan as part of the Online Services unless you upgrade to a Managed support plan. Details of the available support plans are located here.

2. Your Account

To access the Online Services you will be required to register for an account. You agree to provide accurate and complete registration information. It is your responsibility to inform Safe Software of any changes to your registration information or to change such information by signing into your account. You are responsible for all activities that occur under your account. Safe Software is not responsible for unauthorized access to your account. You agree to keep your password confidential. If you suspect your password may be compromised, you must immediately change your password and send notice to Safe Software.

If you have contracted with one of Safe Software’s MSP Partners to provide a Managed support plan or other services related to your use of the Online Services, then you expressly agree that such MSP Partner is considered an authorized user of your account.

3. Your Content

The Online Services may allow you to transmit, use, modify and publish your workspaces, data, and other content (collectively, "Your Content"). You retain ownership of any intellectual property rights that you hold in Your Content. You consent to Safe Software's use of Your Content for the limited purpose of providing and operating the Online Services. Safe Software is not restricted from independently developing workspaces and other components that have similar functionality to Your Content.

Safe Software will ensure there are reasonable and appropriate measures to help you secure Your Content. You may designate the geographic location for your Instance and Your Content based on several available AWS locations including the EU, Canada, United States, and Australia. However, you acknowledge that the Internet is a network of computers worldwide, and that any information submitted to the Online Services necessarily is routed via third party computers, and that Safe Software is not responsible for lapses in online security and does not assume liability for improper use of Your Content by a third party.

4. Your Value-Added Applications

You may use the Online Services as part of your Value-Added Application or Service (“VAAS”). You are responsible for any fees accrued through the use of your VAAS. You are solely responsible for branding, licensing, maintaining and supporting your VAAS. Your VAAS must add some functionality to the Online Services and you may not resell, remarket, rent, lease, or rebrand the Online Services, or the included FME Flow software, as a stand-alone application or service.

You may use the tagline "Powered by FME®" in any marketing materials, websites or other documentation relating to your VAAS.

5. Trademarks & Copyright

"FME" is the registered trademark of Safe Software and the FME and Safe Software logos are the trademarks and/or service marks of Safe Software. All other brand names, product names, or trademarks belong to their respective holders.

All intellectual property rights in the Online Services are owned by Safe Software, or its licensors, and do not in any way transfer to you by virtue of your access to the Online Services. These Terms do not grant you any rights to use the trademarks, logos, or other brand features of Safe Software or its licensors other than as expressly stated herein. You agree not to obscure, remove, alter, or tamper with any legal notices displayed in conjunction with the Online Services.

6. Software for the Online Services

Software that is made available for use through the Online Services is the copyrighted work of Safe Software or third party licensees. Safe Software gives you a personal, worldwide, non-assignable, and non-exclusive license to use such software only as part of the Online Services. You may not copy, modify, distribute, sell, or lease any part of the included software separately from the Online Services, nor may you reverse engineer or attempt to extract the source code of that software. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF INCLUDED SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

Some of the software included in the Online Services may be offered under an open source license. Such open source license terms work in conjunction with these Terms. However, if there is a conflict between these Terms and the open source license terms, the open source license terms will prevail.

7. Third Party Content

If you use the Online Services in conjunction with content or applications provided by third parties, then you agree to comply with any terms and conditions provided by such third parties. You may not use the Online Services in conjunction with any third party content licensed in any manner that could cause, or be interpreted or asserted to cause, the Online Services to become subject to any copyleft provisions. Your use of any third party content is at your sole risk.

8. Fees & Payment

All fees will accrue based on your usage of the Online Services using Safe Software's then current pricing as specified on the pricing page. Safe Software, via an online payment provider, will automatically bill your credit card based on your accrued fees each month. If you purchase an annual subscription, then you will be billed upfront for the subscription amount and any additional accrued fees will be billed to your credit card monthly. For additional payment options for subscriptions, please contact sales@safe.com. There are no refunds for accrued usage fees.

If we are unable to bill your credit card directly and your payment is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Safe Software reserves the right to suspend your access to the Online Services without liability to you until such overdue amounts are paid in full.

9. Modification & Termination

Safe Software reserves the right to modify the Online Services at any time and in its sole discretion. Functionality and offerings may be added, removed or eliminated. Usage limits may be added or revised at any time with advance notice to you. Usage limits will not be changed during an active Subscription term.

Either party may terminate your use of the Online Services on thirty (30) days written notice to the other party. Safe Software may terminate your use of the Online Services immediately and without notice if Safe Software believes that you are in violation of these Terms including, but not limited to, non-payment of fees. You remain liable for any fees accrued up to the date of termination and for any obligations (such as indemnity obligations) which by their nature are intended to survive termination. Safe Software will not refund any pre-paid or subscription fees unless termination is due to Safe Software’s breach of these Terms.

The Terms may be modified at any time in Safe Software's sole discretion. All modified Terms will be posted at safe.com/legal/fme-cloud-terms-of-use. It is your responsibility to review the Terms regularly for updates. Your continued use of the Online Services shall be deemed to constitute your acceptance of any revised Terms.

10. Warranty, Disclaimer & Limitations on Liability

SAFE SOFTWARE WARRANTS THAT THE ONLINE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITH ALL DEFECTS AND ERRORS. TO THE EXTENT PERMITTED BY LAW, SAFE SOFTWARE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, THAT THE ONLINE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY LAW, SAFE SOFTWARE ASSUMES NO LIABILITY FOR ANY DATA TRANSLATED BY THE ONLINE SERVICES, OR FOR LOSSES ARISING DUE TO THE ACTS OR OMISSIONS OF THIRD PARTIES IN CONNECTION WITH THE ONLINE SERVICES.

EXCEPT FOR DAMAGES ARISING FROM FRAUD OR WILFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFIT, REVENUE, DATA OR BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE ONLINE SERVICES, WHETHER OR NOT SUCH LOSS OR DAMAGE IS REASONABLY FORESEEABLE. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, SAFE SOFTWARE'S TOTAL LIABILITY FOR ANY CLAIM RELATED TO THE ONLINE SERVICES IS LIMITED TO THE FEES PAID BY YOU FOR THE ONLINE SERVICES DURING THE PREVIOUS 12 MONTHS. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

11. Indemnity

Safe Software will defend and indemnify you from any action brought against you, to the extent that it is based on a claim that the Online Services infringe a copyright, patent, trademark, or other intellectual property right of any third party, provided that Safe Software is promptly notified in writing of the claim and you provide Safe Software with reasonable assistance, information, and authority necessary to negotiate and settle the claim.

You agree to indemnify and hold Safe Software and its affiliates, officers, agents, and employees harmless from any demands, loss, liability, claims, proceedings, or expenses (including attorney's fees) made against Safe Software arising from your use of the Online Services, your VAAS, or your violation of these Terms.

12. Right to Regulate & Monitor

You acknowledge that Safe Software has the right, but not the obligation, to monitor the Online Services and to use and disclose any information necessary to operate the Online Services and to comply with legal obligations or government requirements.

Safe Software may collect usage statistics. The information collection process is anonymous and Safe Software does not collect personally identifiable information. Usage statistics will be used to identify trends and usage patterns which will help focus development efforts for future versions of the Online Services and improve our documentation.

13. Governing Law

The Terms shall be governed by, construed, interpreted, and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada. You hereby irrevocably submit to the jurisdiction of the courts of British Columbia.

14. Severability & Waivers

If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, the remainder of the Terms shall continue in full force and effect. No failure or delay by Safe Software in enforcing any provision of these Terms shall be a waiver of Safe Software's rights to enforce these Terms.

Effective as of: July 1, 2021