Use of the Software

License Rights. Würth Phoenix grants a non-exclusive, non-sublicensable and non-transferable license to install and use the Software for business purposes, in accordance with the applicable Scope of Use, the Documentation and all Laws.

Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing.

Number of Instances. Unless otherwise specified, for each Software license that you purchase, you may install one (1) production instance of the Software on systems owned or operated by you or one of your Authorized Users.

Modifications. Subject to the terms and conditions of this Agreement, for any elements of the Software provided by Würth Phoenix S.r.l. in source code form, you may not modify the source code. Würth Phoenix S.r.l. has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Software.

Attribution. In any use of the Software, you must not remove, obscure, or alter in any way the attribution to Würth Phoenix S.r.l. an all interfaces. 

System Requirements. You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation.  Würth Phoenix S.r.l. will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Würth Phoenix S.r.l..

Indemnification by You. You will defend, indemnify and hold harmless Würth Phoenix S.r.l.  from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against Würth Phoenix S.r.l.  (a) arising from or related to your breach of any rule of this agreement or any claims or disputes brought by Secondary Users arising out of their use of the Software; (b) by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications of the Software) or your breach of Section “Modifications”. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of Würth Phoenix S.r.l.  at your expense.