The present Software License is issued by Webbyacad Tools, located at the address of Webbyacad, to the Customer, serving as a crucial component of the services to be provided by Webbyacad Tools, as outlined in the system specification and any related papers and agreements. The term "system" refers to the final product that is described and outlined in the provided documentation.
Both Customer and Webbyacad Tools concur that this Software License is considered as an integral component of, and is subject to, the terms outlined in the Agreement that is applicable to both parties.
Webbyacad Tools hereby confers upon the Customer a permanent, non-exclusive, non-transferable license, applicable worldwide, for the utilization of all software in conjunction with the setup, use, upkeep, and alteration of the system established by Webbyacad Tools. The term "software" refers to the executable object code of software programs, as well as any patches, scripts, modifications, enhancements, designs, concepts, or other materials that make up the software programs required for the system to function properly. This software is provided by Webbyacad Tools and must be accepted by the Customer.
With the exception of the provisions stated explicitly in this paragraph, Webbyacad Tools retains exclusive ownership of all intellectual property rights pertaining to the program. All licenses, product warranties, or service contracts supplied by third parties in relation to any software, hardware, or other products or services offered inside the system will be provided to the Customer exclusively for their benefit.
The customer has the option to provide Webbyacad Tools with some proprietary information, such as service marks, logos, graphics, software, documents, and business information and plans that have been created or previously owned by the customer. The entirety of the intellectual property in question will be retained solely by the Customer and will not be utilized by Webbyacad Tools for any reasons other than those directly related to the implementation of the system.
Customers are permitted to create duplicate copies of the program for the purpose of preserving records and as necessary for making alterations to the system. The program must be kept under the direct control of the Customer and its representatives, and any copies or distribution of the software should adhere to this requirement.
Customers are permitted to make alterations to the source code version of the software, but only provided the outcomes of these modifications are exclusively implemented within the system. The Software License does not grant the Customer any rights to license, sublicense, sell, or allow the use of the software by any third parties, unless it is related to the Customer's commercial usage of the system.
In the event that any modifications to the software are made by a party other than Webbyacad Tools, all express or implied warranties pertaining to the product shall be considered null and invalid.
Webbyacad Tools hereby provides a representation and warranty to the Customer that:
The entity possesses the requisite rights and authority to carry out and fulfill the duties outlined in this Software License agreement. Furthermore, it has the ability to bestow the rights specified in this agreement to the Customer.
The items and services offered by the contractor in relation to this Software License, encompassing the software and all associated intellectual property, are exclusively developed by Webbyacad Tools or its subcontractors or partners.
The software, in its provided state as a component of the system, will not engage in any infringement or violation of the rights of any third party, nor will it contravene any relevant law, rule, or regulation.
Webbyacad Tools additionally guarantees that, for the designated period of the System Warranty, the software's executable object code and the system will function in a manner that closely aligns with the specifications outlined in the System Specifications and Agreement. In the event that the software does not meet the defined requirements and approved standards, all remedies shall be in accordance with the policies outlined in the Specification and the Agreement. The source code version of the software is supplied without any warranty, in its current state.
With the exception of the explicit provisions outlined in this Agreement, there are no warranties, whether expressed or implied, such as the implied warranties of suitability for a specific purpose, merchantability, or non-infringement of intellectual property rights belonging to third parties.
Webbyacad Tools agrees to provide indemnification and legal defense to Customer, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, and subcontractors. This indemnification covers all liability, damages, loss, costs, or expenses, including reasonable attorneys' fees and expenses. It applies to any breach or alleged breach of the Agreement, as well as any claims made by third parties that the software or system provided by Webbyacad Tools infringes or violates the rights of any such third party.
The customer agrees to indemnify and assume responsibility for any legal claims made by third parties against Webbyacad Tools, its subsidiaries, affiliates, officers, directors, employees, agents, and subcontractors. This includes any liability, damages, loss, cost, or expense incurred as a result of the customer's use of the software in violation of the granted rights, which may infringe upon or violate the rights of any third party. The customer shall also provide a defense for Webbyacad Tools, covering reasonable attorney fees and expenses.
In the event that a claim is made or legal action is initiated against an indemnity by a third party, which could potentially result in liability for an indemnitor as per the terms of this agreement, the indemnity shall promptly inform the indemnitor about the existence of such a claim. Furthermore, the indemnity shall provide the indemnitor with a reasonable opportunity to defend against and settle the claim, at the indemnitor's own cost, and with legal representation of their choosing. The party entitled to indemnification is required to collaborate with the party providing indemnification. They have the absolute right to be involved in the defense proceedings, but they must bear the costs themselves. Furthermore, they cannot be compelled to engage in any settlement that they reasonably believe would negatively impact their business, unless they provide their approval.
