COREWIDE PROPRIETARY LICENSE

GENERAL TERMS FOR SINGLE-USE LICENSE

1. DEFINITIONS

• "Data" means all information originating with the User collected or compiled in the course of preparing the Solution and the Information.
• "Information" means all information, including but not limited to user guidelines, in connection with the Solution, including received or obtained by the User directly or indirectly from Corewide LLP in writing, electronically, in coding, in drawings, orally or in any other way.
• "Solution" means any configuration code, related diagrams and usage documentation delivered by Corewide LLP pursuant to the Purchase Agreement.
• "Effective Date" means the date of delivery to the User of the Solution pursuant to the Purchase Agreement.
• "Corewide Intellectual Property" means any existing or hereafter acquired intellectual property that is owned by Corewide and that is embodied in or protects the Solution and Information.
• "User" means the contracting party (Buyer) to the Purchase Agreement with Corewide LLP.
• "Purchase Agreement" means the agreement between User and Corewide LLP regarding the Solution.

2. LICENSE

In consideration of User paying a monetary fee as set forth in the Purchase Agreement, Corewide LLP grants User, with effect as from the Effective Date, a perpetual, non-transferable, non-assignable, non-exclusive right and license under Corewide Intellectual Property to use the Solution and Information solely for User’s internal operations.

User shall not sublicense, relicense or replicate the Solution or any part thereof for use by any third party, including, but not limited to, any customer or affiliate of User.

3. WARRANTIES

Corewide warrants that the Solution has been developed using good efforts, experience and due diligence.

Except as expressly stated herein, Corewide makes no warranties or representations that the Solutions and Information are free of errors or defects or that it adequately perform the functions it is intended to perform.

4. INTELLECTUAL PROPERTY RIGHTS

Corewide retains exclusive ownership of all intellectual property rights on the Solution and the Information.

The User retains full ownership and all intellectual property rights in the Data. Corewide shall not have any rights in the Data except for the purpose of correcting deviations as referred to in paragraph 3 hereof.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

To the extent permitted by law, Corewide shall have no liability for any loss or damage sustained by User arising from or in connection with the use made by User of the Solution and the Information or any allegation that such use infringes any third party intellectual property right or otherwise, whether such loss or damage would arise as a result of a breach of contract, tort or otherwise.

User shall indemnify and hold Corewide harmless from and against any loss, damage, cost or expense arising out of a claim by a third party against Corewide based upon use of the Solution and/or Information by User.