Software License Agreement


This Software License is made by Digital Solutions, Indianapolis, to the Customer as an essential element of the services to be rendered by Digital Solutions as defined in the system specification and any associated documents and agreement. System shall mean the deliverable product as defined in these documents.

Customer and Digital Solutions agree that this Software License is deemed to be part of, and subject to, the terms of the Agreement applicable to both parties.

SECTION 1 LICENSE GRANT AND OWNERSHIP

1.1 Digital Solutions hereby grants to Customer a worldwide, perpetual, non-exclusive, non-transferable license to all software for Customer’s use in connection with the establishment, use, maintenance and modification of the system implemented by Digital Solutions. Software shall mean executable object code of software programs and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the software programs necessary for the proper function and operation of the system as delivered by the Digital Solutions and accepted by the Customer.
1.2 Except as expressly set forth in this paragraph, Digital Solutions shall at all times own all intellectual property rights in the software. Any and all licenses, product warranties or service contracts provided by third parties in connection with any software, hardware or other software or services provided in the system shall be delivered to Customer for the sole benefit of Customer.

SECTION 2 COPIES, MODIFICATION, AND USE

2.1 Customer may make copies of the software for archival purposes and as required for modifications to the system. All copies and distribution of the software shall remain within the direct control of Customer and its representatives.
2.2 All express or implied warranties relating to the software shall be deemed null and void in case of any modification to the software made by any party other than Digital Solutions.

SECTION 3 WARRANTIES AND REPRESENTATIONS

Digital Solutions represents and warrants to Customer that:

3.1 it has all necessary rights and authority to execute and deliver this Software License and perform its obligations hereunder and to grant the rights granted under this Software License to Customer;
3.2 Except as expressly stated in this Agreement, there are no warranties, express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose, of merchantability, or warranty of no infringement of third party intellectual property rights.

SECTION 4 INDEMNIFICATION

4.1 Customer hereby indemnifies and shall defend and hold harmless Digital Solutions, its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims that Customer’s use of the software in contravention of the grant of rights infringes or otherwise violates any rights of any such third party.

SECTION 5 TRANSFER AND TERMINATION

This license will automatically terminate upon the disassembly of the system cited above, unless the system is reassembled in its original configuration in another location.

Digital Solutions may terminate this license upon notice for failure to comply with any of terms set forth in this Software License. Upon termination, Customer is obligated to immediately destroy the software, including all copies and modifications.