Induction Cut Pattern Software

Software License Agreement

This Agreement (this “Agreement”) is a binding contract between you ("Customer," "you," or "your") and Interior Design Solutions, Inc. ("Provider"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." This Agreement governs your access to and use of the Licensed Materials, which you desire to access and use solely for your internal purposes in accordance with this Agreement.

SIGNING UP FOR OR USE OF THE SERVICES SIGNIFIES YOUR INTENT TO BE LEGALLY BOUND TO THIS AGREEMENT. BY SIGNING UP FOR OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.
   1. "Authorized User" means only an employee and/or dedicated independent contractor of Customer who has signed up for the Services and logged in to use the Services at https://shop.inductionfilm.com.
   2. "Documentation" means Provider's user manuals, handbooks, guides, and any other materials relating to the Services provided by Provider either electronically or in hard copy form.
   3. “Software” means the Provider software client used to access the Services and certain Documentation related to the Services. The Software is Confidential Information
   4. "Licensed IP" includes any applicable intellectual property wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, as well as any information, data, or other content related to Provider’s Services and documentation available for limited access by an Authorized User.
   5. "Services" means Provider’s Induction software-as-a-service offering accessible via https://shop.inductionfilm.com and all Provider’s Confidential Information, proprietary designs, and related materials accessible via the Services.
   6. “Designs” means Provider’s automotive film patterns, designs and templates for the cutting of Provider’s automotive protection film available via the Services.
   7. “Licensed Materials” means, collectively, the Documentation, Software, Services, and Designs.
   8. “Confidential Information” means all information and Licensed Materials made accessible to Customer under this Agreement, any of Provider’s information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential," which a reasonable Person would understand to be confidential under the circumstances in which it was communicated. Customer agrees that the Licensed Materials are Provider’s Confidential Information.
   9. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
2. License, Access, and Use.
   1. Limited License. Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to install and use the Software and to access the Services solely in accordance with the terms of this Agreement.
   2. Provision of Access. Only Authorized Users are permitted to access the Services. Authorized access and use of the Services during the term of use is limited to only when this Agreement is in force, and only for such permitted use as described herein and that is in accordance with the terms of the Acceptable Use Policy found at https://shop.inductionfilm.com.
   3. Services Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law.
   4. Software Use Restrictions. Customer MAY NOT: 1) decode, modify, disassemble, change, alter, de-compile, reverse engineer, make improvements to, or otherwise tamper with the Downloadable Software; 2) make derivative works of any Design or the Downloadable Software, including but not limited to translations, adaptations, arrangements, modifications or any other alteration; 3) place the Downloadable Software on the internet or any similar network or other network service; 4) make or have made copies of the Downloadable Software; 5) allow a greater number of users to access the Downloadable Software, at any one time than the total number of Authorized Users permitted by Provider; 6) rent, lease, sublicense or lend the Downloadable Software or Customer’s limited rights herein; 7) make any attempt to unlock or bypass any initialization system or encryption techniques for the Downloadable Software; 8) alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on the Licensed Materials; 9) sublicense, sell, or make any Design or derivatives thereof available for use or distribution; 10) provide Customer’s clients or anyone else with copies of the Designs; 11) use a Design to create more than one result during each access, except as permitted by Provider; 12) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights’ management, or security features in or protecting the Downloadable Software or the Services; 13) or resell or otherwise disclose the Downloadable Software to any third party.
   5. Design Use Restrictions. Customer may only use the Designs as set forth in this Agreement. The Designs may only be used by the Customer, or by an Authorized User, for the preparation and application of Provider’s automotive protective film products. Any use of the Designs for any other purpose, including downloading, copying, or any transmission of the Designs to any third parties is expressly prohibited.
   6. Reservation of Rights. Provider reserves all rights in the Licensed IP and other Confidential Information to which Customer is provided access under this Agreement. Except for the limited rights to access and use the Licensed Materials under this Agreement, no other rights are granted to Customer or any Authorized Users under this Agreement.
3. Customer Responsibilities.
   1. Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, obscene, or other prohibited activities, as further described and set forth in Provider's Acceptable Use Policy ("AUP") https://shop.inductionfilm.com which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://shop.inductionfilm.com from time to time, including the AUP.
   2. Account Use. Customer is responsible and liable for all uses of the Licensed Materials by any Authorized Users associated with Customer, or by any user who accesses the Services using Customer’s account or any access credentials associated with Customer’s account, both directly or indirectly, whether such access or use is intentional, or permitted by or in violation of this Agreement. Any breach of this Agreement by an Authorized User associated with Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement's provisions and shall cause Authorized Users to comply with such provisions.
   3. Passwords and Access Credentials. Customer is responsible for keeping confidential all passwords and access credentials supplied by Provider for accessing the Services. Customer will not sell or transfer any passwords or access credentials to any other Person or entity. Customer will promptly notify Provider about any unauthorized access to the passwords or access credentials supplied to Customer.
   4. Intellectual Property. Customer acknowledges that the Licensed Materials and all related intellectual property rights, including all copyright registrations, are the sole property of their respective owners and that nothing in this Agreement creates for Customer any ownership interest in any Licensed IP. Customer further acknowledges that the Licensed Materials are protected by copyright and that any use of the Licensed Materials beyond the limited rights set forth in this Agreement by Customer or any Authorized User constitute copyright infringement.
   5. Remedy. Customer agrees that if it or any of its Authorized Users violates any of the above restrictions on the use of the Licensed Materials, or if Customer violates this Section 2 of this Agreement in any way, Provider will be irreparably harmed and injunctive relief will be an appropriate remedy, in accordance with Section 12(g) herein.
4. Competition and Interference.
   1. Non-compete and Non-solicitation. During the term of the Agreement and for two (2) years thereafter, Customer will not: compete with Provider by creating any competitive database of designs or patterns that can be used to manufacture similar or competitive products and will not develop any products that compete with the Licensed Materials within any country, state, or any county in which Provider has a business or a licensee and will not solicit any employee, licensee, client, customer, or supplier to end or change their relationship with Provider.
   2. Aiding Competition. Customer will not knowingly aid or abet any competitor to develop a competing database for manufacturing competing designs or patterns similar to Provider’s Licensed Materials or that would generate similar results similar to the Designs, or would compete with the Licensed Materials. Specifically, Customer agrees not to knowingly sell or provide any of the Licensed Materials to any third party who normally and knowingly competes with Provider. Customer will also refrain from selling any Licensed Materials to any third party who it suspects may attempt to sell, copy or duplicate any of the Licensed Materials in any way (including, but not limited to, photographing, digitizing, scanning or measuring any Designs) for any purpose.
   3. Non-Interference. Customer will not influence or attempt to influence any of Provider’s licensees' employees, customers, agents, suppliers, or vendors to end their relationship with Provider or any of Provider’s licensees.
5. Fees and Payment.
   1. Fees. Customer’s access to the Licensed Materials is conditioned upon a positive account balance. Any fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other additional taxes.
6. Confidential Information.
   1. Limited Disclosure. Customer shall not disclose Provider’s Confidential Information to any Person or entity, except only to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided the disclosure pursuant to the order shall first have given written notice to Provider and made a reasonable effort to obtain a protective order; or (ii) to establish Provider's rights under this Agreement, including to make required court filings under seal.
   2. Termination Obligation. On the termination of this Agreement, Customer shall immediately destroy all copies, in any form or format, of the Provider’s Confidential Information retrieved in any form from using the Services under this Agreement. Customer's requirements of non-disclosure with regard to Confidential Information will survive the termination or expiration of this Agreement.
   3. Remedy. Customer agrees that if it or any of its Authorized Users attempts or actually discloses any of Provider’s Confidential Information, or if Customer violates this Section 6 of this Agreement in any way, Provider will be irreparably harmed and injunctive relief will be an appropriate remedy, in accordance with Section 12(g) herein.
7. Privacy Policy. Provider complies with its privacy policy available at https://shop.inductionfilm.com ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that it has reviewed and accepted the Privacy Policy, and Customer consents to all actions taken by Provider with respect to any information provided by Customer in compliance with the then-current version of the Privacy Policy.
8. Warranty Disclaimer.
   1. Provider does not make any representations or guarantees regarding uptime or availability of the Licensed Materials. PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS USED IN CONNECTION WITH THE LICENSED MATERIALS.
   2. THE LICENSED MATERIALS AND CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Enforcement and Indemnification.
   1. General. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any losses, damages, liabilities, or costs (including all attorneys' fees) resulting from any third-party claim, suit, action, or proceeding alleging or based on Customer’s or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Licensed Materials in a manner not authorized by this Agreement; or (iii) use of the Licensed Materials in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing. Provider reserves the right to assume full control of the defense of the claim(s) with legal counsel of Provider's choice. Customer may not enter into any third-party agreement which would, in any manner whatsoever, affect Provider's rights, constitute an admission of fault by Provider, or bind Provider in any manner, without Provider's prior written consent.
   2. Third Party Infringement Enforcement. Customer shall indemnify hold harmless Provider for any costs and all attorneys' fees incurred in any action undertaken to enforce Provider’s intellectual property rights against any third party if the third party infringement is the result of a breach any terms of this Agreement by Customer, any Authorized User, or unauthorized access to Providers Services utilizing credential associated with Customer or any Authorized User.
   3. Provider Enforcement. If Provider determines in its sole discretion that it must enforce Section 2 or Section 6 of this Agreement against any party, Customer shall indemnify Provider for the enforcement thereof, any losses, damages, liabilities, or costs (including all attorneys' fees). If Provider is sued for any actions done by Customer or an Authorized User, Customer shall indemnify Provider during the course of any lawsuit arising from such actions.
   4. Customer or Authorized User Violations. If Customer or any Authorized User affiliated with Customer violates this Agreement, such that Provider determines that it must seek an injunction or file a lawsuit to enforce its rights under this Agreement, Customer shall be liable and/or will indemnify Provider for any losses, damages, liabilities, or costs (including all attorneys' fees) resulting from such breach.
10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE AMOUNT PAID BY CUSTOMER IN THE PREVIOUS THREE (3) MONTHS.
11. Term and Termination.
    1. Term. The term of this Agreement begins on the date on which Customer manifests assent to the Agreement by either signing up for the Services or by first using any of the Services or Documentation made available under this Agreement (the “Effective Date”). The Agreement term will continue from the Effective Date, unless and until the Agreement is terminated pursuant to this Agreement's express provisions.
    2. Termination. In addition to any other express termination right set forth in this Agreement, either Party may terminate this Agreement at any time, without cause. This Agreement also will terminate when Customer fails to pay the full amount of fees required for continued use, when Customer’s account is in arrears or in negative standing as determined by Provider, or when Customer terminates its account for using the Services.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Licensed Materials and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of any Confidential Information and certify in writing to the Provider that the Confidential Information has been deleted or destroyed. Customer shall have no continuing right to use or access the Licensed Materials following termination of this Agreement. No expiration or termination will affect Customer's obligation to pay all fees that may have become due before such expiration or termination or entitle Customer to any refund.
    4. Survival. This Section 11(d) and Sections 1, 3, 4, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any End User License Agreement between the Parties that references this Agreement , and any other documents incorporated herein or therein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein or therein by reference, the following order of precedence governs: first, this Agreement and second, any other documents incorporated herein by reference.
    2. Modifications. Customer acknowledges and agrees that Provider has the right, in its sole discretion, to modify this Agreement, and that modified terms become effective on posting. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
    3. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    4. Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, disease, epidemic, pandemic, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    5. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of San Antonio and Bexar County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    6. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    7. Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach of any of its obligations under this Agreement, including a violation of the use restrictions in Section 2(b) herein, disclosure of any Confidential Information, or infringement of Licensed IP, would cause Provider irreparable harm for which monetary damages would not be an adequate remedy. Customer agrees that, in the event of such breach or threatened breach, Provider will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.