Standard App Software License Agreement 1.3
1. This is an agreement between Wincom Consulting S.L. (“Licensor”) and your company, including its subsidiaries (“Licensee”), who is being licensed to use Wincom Windchill® App(s) (“Software”).
2. Licensee acknowledges that the rights for all the source code and documentation of the Software are exclusively owned by the Licensor, which grants to the Licensee a usage right.
3. Licensor hereby grants to Licensee a perpetual, non-exclusive, worldwide license to use the Software and all related documentation for its business purposes.
4. Licensee shall not sublicense, distribute, transmit, reverse engineer, decompile, disassemble or otherwise divulge, directly or indirectly, by any means or any form, the Software, or any portion thereof, without the prior written consent of the Licensor.
5. Licensor acknowledges that all work and output from the Software shall be owned by Licensee and Licensor shall have no right, title, or interest in any work or output generated by the Software.
6. Licensee acknowledges the Software installation process may involve the transmission of technical non-confidential installation verification data to the Licensor.
7. The source code for the Software shall at all times be held in a secure repository by the Licensor.
8. It is the responsibility of the Licensee to have valid Windchill® license(s) to use the Software
9. The Software shall be delivered to Licensee as installable applications.
10. The Software may use third-party libraries. The Licensor shall obtain an appropriate License to permit the Licensee to utilize the third party libraries consistent with the license grant contained in this Agreement.
11. This Software is subject to a limited warranty. The Software is covered by a six month warranty, starting from the invoice date. This does not include upgrades or new features.
12. Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee’s business operations.
13. Licensor agrees to defend and indemnify Licensee and hold Licensee harmless against any claims, losses, damages, complaints, or expenses connected with or resulting from any claim that the Software infringes the Intellectual Property rights of any third-party.
14. Either Party has the right to terminate this License Agreement upon any material breach.
15. Licensee agrees to destroy all copies of the Software upon termination of the License.
16. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding this Software.
17. This License Agreement is governed by the law of the Spain applicable to Spanish contracts.