Software License Agreement – Home

Version: 4.0.1, November 2024

1. Introduction

1.1 This Software License Agreement contains the terms and conditions under which WoodWing or a WoodWing Partner provides the Services to you and describes how the Services may be accessed and used. By indicating consent, whether or not electronically, or accessing or otherwise using the Services you agree to be bound by this Software License Agreement, the WoodWing Privacy Policy and the WoodWing Acceptable Use Policy and all terms and conditions contained and/or referenced therein.

2. About WoodWing:

WoodWing Europe B.V. located at Kingsfordweg 151, 1043 GR Amsterdam, The Netherlands;
WoodWing USA Inc. (‘WoodWing’) located at 19 Clifford Street, Floor 8, Detroit, MI.; and
WoodWing Asia Pacific Sdn. Bhd. B-3-1(a), CoPlace 1, 2270, Jalan Usahawan 2 63000 Cyberjaya, Selangor Darul Ehsan, Malaysia

are subsidiaries of WoodWing Software B.V. and part of the WoodWing Group. All obligations under this Software License Agreement are obligations towards WoodWing (as defined below) and its Affiliates. WoodWing and all its Affiliates may enforce and assert any rights they may have under this Software License Agreement.

3. Definitions used:

3.1. In this Software License Agreement,

Affiliate
means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Party.

Content
means software (including machine images), data, text, audio, video, images or other content.

Customer or you
means each person or entity (including, where relevant, its Affiliates) which purchases the Services.

End User
means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account.

Intellectual Property Rights
means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order
means any ordering document, software subscription, software order form, agreement, sales order, sales quote, or similar referencing the Services, pricing, payment terms, quantities and other applicable terms, agreed with the Customer directly or via a Partner.

WoodWing Partner or Partner
means the party that provides the Services as a reseller to you.

Partner Agreement
means the agreement between you and our Partner for the provision of the Services.

Personal Data
means any information that relates to an identified or identifiable living individual.

Services
means the software and/or services provided by WoodWing or a Partner, purchased by you as referenced in the Order.

Specifications
means the functionality and performance specifications for the Services, as set out in https://helpcenter.woodwing.com/hc/en-us/articles/28082669680145-WoodWing-Assets-Studio-feature-overview

Licensing Term
means the period of time during which Customer is subscribed to and/or makes use of the Services, as specified in an Order or agreed otherwise.

Your Content
means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.

WoodWing

means the WoodWing local legal entity that provides the Services to you or to the Partner that resells the Services.

4. Access and use

4.1. Subject to payment of all applicable fees, pursuant to an Order, the terms and conditions of this Software License Agreement and the Master Service Agreement, WoodWing grants you, during the Licensing Term, a limited, revocable, non-exclusive, non-sublicensable, non-transferrable right to access and use, and permit End Users to access and use, the Services for the agreed purposes.

4.2. You will adhere to all laws, rules and regulations applicable to your use of the Services including the WoodWing Privacy Policy and the WoodWing Acceptable Use Policy.

4.3. If you purchased the Services from a Partner, the Partner grants you the license to access and use the Services as a reseller under the Partner Agreement and the Partner delivers the Services acting in its own right. All obligations and warranties in relation to the provision of the Services to you shall in that event remain with the Partner. WoodWing reserves the right to suspend or terminate the Services provided to you by the Partner in accordance with section 9 of this Software License Agreement and exercise any other right it has under this Software License Agreement or by law.

5. Customer Responsibilities

5.1. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:

a. the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service;

b. compliance of Your Content with the Acceptable Use Policy, the Privacy Policy, and the law;

c. any claims relating to Your Content; and

d. properly handling and processing notices sent to you (or any of your Affiliates) by any person claiming that Your Content violate such person’s rights.

5.2. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. WoodWing log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

6. Services Warranty

6.1 During the Licensing Term WoodWing warrants to you that the Services supplied or licensed by WoodWing under an active WoodWing Support and Maintenance plan will operate and perform substantially in accordance with the material functions and features as set forth in the applicable part(s) of the Specifications.

6.2 If you inform WoodWing of nonconformity with the warranty under Section 6.1, WoodWing’s sole liability and Your sole and exclusive remedy for any breach of such warranty shall be: (a) in WoodWing’s reasonable discretion: (i) to repair or update the Services or a part thereof; or (ii) to assist You in how to achieve substantially the same functionality as described in the Specifications at WoodWing’s reasonable costs and expense; or (b) if the remedies under (a) are technically impossible or commercially unreasonable or do not lead to a resolution of the breach, to refund the relevant amounts paid for the defective Services for the period during which they were defective, in which case the right to use the relevant Services shall expire. WoodWing will use reasonable commercial efforts to repair, replace or advise pursuant to the situation described under (b) within thirty (30) days of being so notified, and otherwise will refund within thirty (30) days after determining the situation described under (b).

6.3 If (a) any modification is made to the Services or (b) You materially violate any term of the Agreement, the warranty on the Services described in section 6.1 (“Services Warranty”) shall immediately expire. The Services Warranty is the sole warranty made by WoodWing in connection with the Services and, subject to the remainder of this Agreement, WoodWing disclaims any and all express and implied warranties, conditions or terms to fullest extent permitted by law (including any implied warranty, term or condition of satisfactory quality and fitness for a particular purpose) and where such warranties cannot be excluded they shall be limited to the minimum periods allowed by mandatory provisions of the applicable law. No partner, agent, reseller, or employee of WoodWing is authorized to make any modifications, extensions, or additions to the Services Warranty.

7. Proprietary Rights

7.1. As between you and us, you or your licensors own all right, title, and interest in and to Your Content you uploaded. Except as provided in this section, we obtain no rights under this Software License Agreement from you or your licensors to Your Content, including any related Intellectual Property Rights. You consent to our use of Your Content to provide the Services to you and any End Users. We may disclose Your Content to provide the Services to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

7.2. You represent and warrant to us that:

a. you or your licensors own all rights, title, and interest in and to Your Content and any other submissions;

b. you have all rights in Your Content necessary to grant the rights contemplated by the Master Services Agreement or the Partner Agreement and this Software License Agreement; and

c. none of Your Content, or End Users’ use of Your Content, or the Services will violate the Acceptable Use Policy.

7.3. As between you and us, we or our Affiliates or licensors own and reserve all right, title, and interest in and to the Services. We or the Partner grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Licensing Term:

a. access and use the Services solely in accordance with the Master Services Agreement or the Parter Agreement and this Software License Agreement; and

b. copy and use the WoodWing application solely in connection with your permitted use of the Services. Except as provided in this section, you obtain no rights under this Software License Agreement from us or our licensors to the Services, including any related Intellectual Property Rights.

7.4. Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by this Software License Agreement. Neither you nor any End User may, or may attempt to:

a. modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services;

b. reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services;

c. access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

d. resell or sublicense the Services;

e. interfere with or disrupt the integrity or performance of the Services;

f. attempt to gain unauthorized access to the Services or its related systems or networks, or perform unauthorized penetrating testing on the Services; or

g. use the Services to infringe on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data.

All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

8. Payment

8.1. All access to Services of WoodWing is subject to receipt by WoodWing or the Partner of payment of the applicable fees plus applicable tax for the use of Services. Once your payment has been received by WoodWing or the Partner, that charge is final and no refund is available, unless explicitly set out in this Software License Agreement. Timely cancellation stops the charge at the end of the current subscription period.

9. Suspension/termination of Services

9.1. WoodWing may suspend your access to the Services immediately upon notice to you if we determine:

a. your or an End User’s use of the Services:

i. poses a security risk to the Services or any third party,

ii. may adversely impact the Services or our systems,

iii. may subject WoodWing, or any third party to liability, or

iv. may be fraudulent.

b. you are, or any End User is, in breach of this Software License Agreement, the Acceptable Use Policy, the Privacy Policy or any other term applicable to you, including if you are delinquent on your payment obligations for more than 15 calendar days; or

c. you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

9.2. If we suspend your right to access or use any portion or all the Services:

a. you remain responsible for all fees and charges you are obliged to pay under the applicable Order including those you have incurred during the period of suspension;

b. you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;

c. you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

9.3. Upon the termination or end of the Services, you no longer have rights to access or use the Services; however, at Customer’s request, subject to full payment of amounts due and for a period of up to sixty (60) days after the end of the applicable Services, WoodWing will make available to Your Content as existing in the WoodWing Cloud environment on the date of termination, subject to payment of an additional fee for storage and export services. At the end of such 60-day period, and except as may be required by law, WoodWing will delete or otherwise render inaccessible any of Your Content.

10. Indemnity

10.1 You agree to defend and indemnify WoodWing, its Partners, Affiliates, subsidiaries, and each of their officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from Your Content (including software) or your breach of the terms of this Agreement. WoodWing shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

11. Provision and results of the Services

11.1. Except as expressly stated otherwise in this Software License Agreement:

a. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. WoodWing shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to WoodWing by the Customer in connection with the Services, or any actions taken by WoodWing at the Customer's direction;

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Software License Agreement; and

c. the Services are provided to you on an "AS IS" basis. WoodWing does not guarantee that the Services will be fit for your actual and/or intended use, nor that the Services will operate with no interruptions, errors or defects or that all errors and defects will always be fixed.

d. the Services will not be installed, configurated and/or implemented by WoodWing under this Software License Agreement.

12. Security and Processing of Personal Data

12.1. Protecting the privacy of our users of our Services is important to WoodWing. The WoodWing Privacy Policy as updated and amended from time to time, describes how WoodWing uses and protects personal information you provide to us.

12.2. You are solely responsible for:

i. the content, quality and accuracy of Personal Data as made available by you and by End Users;

ii. providing notice to End Users with regards to how Personal Data will be collected and used for the purpose of the Services;

iii. ensuring you have a valid legal basis for processing Personal Data and for sharing Personal Data with WoodWing (to the extent applicable); and

iv. ensuring that the Personal Data as made available by you complies with applicable laws and regulations including applicable data protection laws.

12.3 You and WoodWing shall comply with their respective obligations under the applicable data protection laws. In particular, if you are established in the European Economic Area (“EEA”), or in the United Kingdom (“UK”), or will, in connection with the Services, provide WoodWing with personal data relating to an individual located within the EEA, or the UK, both you and WoodWing shall comply with the requirements of the General Data Protection Regulation.

12.4. WoodWing shall:

i. ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Personal Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties;

ii. have measures in place designed to protect the security and confidentiality of Personal Data; and

iii. access and use the Personal Data solely to perform the Services.

12.5. The security of information transmitted through the Internet can never be guaranteed. WoodWing is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of WoodWing sites. In order to protect you and your data, WoodWing may suspend your use of the Services, without notice, pending an investigation, if any breach of security is suspected.

13. Changes

13.1 WoodWing reserves the right to change this Software License Agreement at any time, and such amended terms shall be incorporated herein and effective immediately. WoodWing shall notify you of any such changes to this Software License Agreement and your continued use of the Services after any such notice shall constitute your consent to such changes. If you do not agree to the change, you must notify WoodWing by e-mail to legal@woodwing.com within thirty (30) days after WoodWing’s notice. If you notify WoodWing, then you will remain governed by the most recent Software License Agreement applicable to you until the end of the then-current year of the Licensing Term and the updated terms shall apply upon the commencement of the subsequent Licensing Term.

13.2. Specific terms may be applicable to dedicated Services. Such specific terms may supplement this Software License Agreement or, where inconsistent with this Software License Agreement, such specific terms will supersede this Software License Agreement only to the extent that the content or intent of such specific terms is inconsistent with this Software License Agreement.

13.3. WoodWing may change, discontinue or depreciate any of the Services or change or remove features or functionality of the Services from time to time. WoodWing will notify you of any material change to, or the discontinuation of the Services.

13.4. WoodWing may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so

a. would pose a security or intellectual property issue,

b. is economically or technically burdensome, or

c. is needed to comply with the law or requests of governmental entities).

13.5. WoodWing may change, discontinue or add Service Level Agreements from time to time.

14. Import and Export Compliance.

14.1. In connection with this Software License Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the region in which any of the foregoing occur.

15. Choice of law and Jurisdiction

15.1. In the absence of a choice of law and jurisdiction clause in an agreement governing the legal relationships between WoodWing and Customer, all legal relationships between WoodWing and Customer shall be governed by Dutch law. Any disputes arising from these legal relationships shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes, with its registered office in The Hague, the Netherlands (see https://sgoa.eu/). This provision does not preclude either party from requesting an injunction in summary arbitral proceedings or taking precautionary legal measures.

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Acceptable Use Policy

1. Acceptable Use Policy

1.1. WoodWing respects the rights of all parties that have an interest in our products and Services. In return, we expect that you and the End-Users will respect the rights of others and operate respectfully and will only use our products and Services in a lawful way.

1.2. As a general rule, you agree not to misuse Services in any unlawful way. You will not use the Services to commit, promote, enable or facilitate unlawful or criminal acts. You will respect the rights of others, including privacy and Intellectual Property Rights. More explicitly, you will not make use, or promote use of the Services to transfer or distribute Your Content and use domain names that are unlawful, pornographic or indecent, promotes or induces the use of tobacco or illicit drugs, is related to pharmaceutical products or services, promotes racism or violence, that advocates bigotry, religious, racial or ethnic hatred, that is false, fraudulent, defamatory or misleading, infringe on the privacy or rights of others, including Intellectual Property Rights, and/or infringe on or violate any applicable law or regulation.

1.3. You agree that you will not, and will not attempt to do any acts that may negatively affect the performance of or the Site or Services, including but not limited to the following acts:

Probe, scan, or test the vulnerability of any related system or network.
Breach or otherwise circumvent any security or authentication measures;
Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;
Interfere with or disrupt any user, host, or network, for example by sending a virus, worm overloading, flooding, spamming, or mail-bombing any part of the Services;
Access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”);
Send unsolicited communications, promotions or advertisements, or spam;
Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
Promote or advertise products or services other than your own without appropriate authorization;
Impersonate or pretend affiliation with any person or entity or access any non-public areas of WoodWing Services;
Abuse the Services in a manner that circumvents their storage space limits;
Sell the Services or Services accounts via unauthorized channels;
Use automated or other means to create accounts in bulk or to access the Services other than by using our official interface and/or API’s;
Use domain names that are offensive or contrary to public policy or generally accepted principles of morality.

2. Fair use

2.1. In the event the Services you have purchased are offered with unlimited bandwidth and (disk) storage your use is conditional upon the following:

It is used as an integral part of the Services;
You are not intentionally abusing Services by using excessive bandwidth or (disk) storage;
You are not violating our terms and conditions;
You are not impeding our capability to provide Services to other users.

2.2. In case of unintentional excessive use of bandwidth and (disk) storage we reserve the rights to charge additional traffic and storage fees.

3. Notice and Take Down Code of Conduct

3.1. To ensure a prudent and proper procedure to process notifications and if necessary, to remove Your Content from its servers, WoodWing subscribes to the Notice and Take Down Code of Conduct (“Code”) as published by the Platform Internet Security. More information about this procedure can be found here. Notifications or reports can be sent to abuse@woodwing.com. WoodWing may decide to follow a different procedure if it decides that this is necessary.

3.2. WoodWing has the right to, at its sole discretion, define Your Content as unwanted, to take down Your Content and to delete End-User’s account, without any obligation to reimburse subscription fees. WoodWing cannot be held accountable for any damages or claims that incur as a result of taking down Your Content. The rights provided in this policy apply in addition to any other rights that WoodWing may have.

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