SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is entered into by and between:
Build.Shop
21800 Oxnard St. Suite 750
Woodland Hills, CA 91367
and
Client
("Licensee")
The users of the Build.Shop CMS and Build.Shop Apps.
(collectively referred to as the "Parties")
1. DEFINITIONS
1.1. Software: "Software" refers to the Build.Shop CMS and Build.Shop Apps, which are offered as Software as a Service (SaaS), developed and provided by Build.Shop.
1.2. License: "License" refers to the revocable, personal, non-transferable, and non-exclusive right and license granted by Build.Shop to the Client for the use of the Software, as described in this Agreement.
2. LICENSE GRANT
2.1. License Grant: Subject to the terms and conditions of this Agreement and the payment of applicable monthly subscription fees, Build.Shop hereby grants the Client a revocable, personal, non-transferable, and non-exclusive right and license to use the Software (the "License"). The License shall be effective from the Effective Date of this Agreement and shall continue as long as the Client pays their monthly subscription fees.
2.2. Restrictions: The Client may not, directly or through a third party, do any of the following:
a. Copy, modify, use a modified version of, create a derivative work from, or reverse engineer any portion of the Software.
b. Resell, duplicate, copy, sell, trade, or exploit the Software for commercial or private purposes.
c. Attempt to discover any source code of the Software.
d. Sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software.
e. Access the Software other than through the interface provided by Build.Shop to access the Software.
3. ASSIGNMENT
3.1. Assignment Prohibited: The Client may not assign or otherwise transfer any rights or obligations relating to the Software or License(s) and their benefits under this Agreement to any party without the prior written consent of Build.Shop, whose consent can be withheld at Build.Shop's sole discretion.
3.2. Written Consent: Any consent provided by Build.Shop for assignment shall be in writing and executed by all parties involved, including the assignee or successor. In such cases, the assignee or successor shall agree to be bound by the terms and conditions of this Agreement and any associated agreements.
4. TERMINATION
4.1. Termination for Cause: Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement, and such breach remains uncured for a period of thirty (30) days after receiving written notice of the breach.
4.2. Effect of Termination: Upon termination of this Agreement, the License granted herein shall automatically terminate, and the Client shall immediately cease using the Software.
5. PRIVACY LAWS
5.1. Compliance with Privacy Laws: Build.Shop acknowledges the importance of privacy and data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Build.Shop shall take commercially reasonable measures to comply with applicable privacy laws and protect the personal data of its users.
5.2. Client Data: In the course of using the Software, the Client may provide or input personal data, including but not limited to user information and content. Build.Shop shall process such data in accordance with its Privacy Policy, which is incorporated by reference into this Agreement. The Privacy Policy outlines the types of data collected, the purposes for which it is used, and the rights of individuals regarding their data.
5.3. Client Responsibilities: The Client acknowledges and agrees that they are responsible for obtaining any necessary consents and permissions required for the collection, processing, and transfer of personal data through the use of the Software. The Client shall not use the Software in any manner that violates applicable privacy laws or infringes upon the rights of individuals.
5.4. Data Security: Build.Shop shall take reasonable measures to protect the security and confidentiality of personal data processed through the Software. However, the Client acknowledges that no data transmission over the internet can be guaranteed to be completely secure, and Build.Shop shall not be held liable for any data breaches or unauthorized access that may occur despite its security measures.
5.5. Data Deletion: Upon the termination of this Agreement or as otherwise agreed upon, Build.Shop shall, in accordance with its data retention policy, delete or return to the Client any personal data provided by the Client during the use of the Software.
5.6. Data Processing Agreement (DPA): If required by applicable privacy laws, the Parties may enter into a separate Data Processing Agreement (DPA) to govern the processing of personal data. In the event of any conflict between the terms of this Agreement and the DPA, the DPA shall prevail with respect to personal data processing.
5.7. Indemnification: The Client shall indemnify and hold Build.Shop harmless from and against any claims, losses, damages, liabilities, and expenses, including reasonable legal fees, arising out of or related to the Client's failure to comply with privacy laws, including the mishandling of personal data.
6. SMS NOTIFICATIONS
6.1. Build.Shop SMS Notifications: Build.Shop SMS Notification is designed to provide text notifications to CMS users upon receiving orders, product inquiries, or form submissions.
6.2. Opt-Out Option: Users can cancel the SMS service at any time by texting "STOP" to the short code provided. After sending the SMS message "STOP," Build.Shop will respond with a confirmation message, and the user will no longer receive SMS messages from Build.Shop. To rejoin the SMS notification service, users can sign up again as they did initially, and Build.Shop will resume sending SMS messages.
6.3. Support: Users experiencing issues with the messaging program can reply with the keyword "HELP" for assistance. Alternatively, users can seek help directly by contacting support at support@build.shop or by calling 800-996-0967.
6.4. Carrier Disclaimer: Users should be aware that carriers are not liable for delayed or undelivered SMS messages.
6.5. Message and Data Rates: Users should note that message and data rates may apply for both incoming and outgoing messages between Build.Shop and the user. The specific message frequency will be once only. For any questions related to text plans or data plans, it is advisable to contact the user's wireless provider.
7. GOVERNING LAW
7.1. Governing Law: This Agreement, including the provisions related to privacy laws and SMS notifications, shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.
8. COPYRIGHTED MATERIAL
8.1. Client's Responsibility: The Client acknowledges and agrees that they shall be solely responsible for any copyrighted material uploaded onto Build.Shop servers. The Client represents and warrants that they have obtained all necessary permissions, licenses, or authorizations from the rightful copyright owner(s) to use such copyrighted material within the Software.
8.2. Compliance with Copyright Laws: The Client shall ensure that the use of copyrighted material complies with all applicable copyright laws and regulations. Build.Shop shall not be responsible for any infringement of copyright arising from the Client's use of the Software.
8.3. Indemnification: The Client agrees to indemnify, defend, and hold Build.Shop harmless from and against any claims, losses, damages, liabilities, and expenses, including reasonable legal fees, arising out of or related to the Client's uploading and use of copyrighted material in violation of this Agreement or any applicable copyright laws.
8.4. Removal of Infringing Material: Build.Shop reserves the right to remove or disable access to any material that it believes, in its sole discretion, may infringe upon the intellectual property rights of others, including but not limited to copyrighted material. Build.Shop shall not be liable for any damages, losses, or expenses incurred by the Client or any third party as a result of the removal or disablement of such material.
8.5. Termination: In the event of repeated violations of this clause or any other provision of this agreement related to intellectual property, Build.Shop reserves the right to terminate the services provided to the Client.
8.6. Survival: This clause shall survive the termination or expiration of this Agreement.
9. ENTIRE AGREEMENT
9.1. Entire Agreement: This Agreement, including the provisions related to privacy laws, SMS notifications, and copyrighted material, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written.