SOFTWARE DEVELOPMENT TERMS
These Software Development Terms (the “Terms”) are defined as of 1/1/2024, by and between Domini Technologies LLC, a California limited liability company, having its principal place of business at 32840 Wolf Store Rd, Suite B, Temecula, CA 92592 (“Developer”), and party.
1. DEFINITIONS
1.1 “Software” refers to the custom software, including any updates or modifications, developed by Domini Technologies LLC for the party pursuant to these Terms.
1.2 “Party” refers to the other party, which may include a client, potential client, or end user.
1.3 “Party Data” includes any data, information, or material provided by the party to Domini Technologies LLC for use in connection with the development of the Software.
2. OWNERSHIP AND LICENSE
2.1 Ownership: The party acknowledges and agrees that the Software and all intellectual property rights related to the Software, including but not limited to copyrights, patents, and trade secrets, shall be and remain the exclusive property of Domini Technologies LLC.
2.2 License: Subject to the terms and conditions of these Terms, Domini Technologies LLC grants the party a non-exclusive, non-transferable license to use the Software for its internal business purposes.
2.3 Restrictions: The party shall not, directly or indirectly, (a) sublicense, sell, distribute, lease, or otherwise transfer the Software to any third party; (b) modify, adapt, translate, or create derivative works based on the Software; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
3. DELIVERY AND ACCEPTANCE
3.21Acceptance: Upon delivery, the party shall have 30 days to inspect and test the Software. If the Software does not meet the specifications set forth in the project requirements, the party shall provide written notice to Domini Technologies LLC detailing the deficiencies.
4. CONFIDENTIALITY
4.1 Confidential Information: Both parties agree to keep confidential all non-public information obtained from the other party, including but not limited to the Software, Party Data, and any proprietary or business information.
5. PAYMENT
5.1 Payment: In consideration for the development of the Software, the party shall pay Domini Technologies LLC the agreed-upon fees as set forth in the project proposal or as otherwise agreed in writing.
6. WARRANTIES AND DISCLAIMERS
6.1 Warranty: Except as expressly stated in writing, Domini Technologies makes no representation or warranties in respect of this Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose.
6.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
7. LIMITATION OF LIABILITY
7.1 Limitation: The Software shall be used by trained personnel only.
Party will indemnify, hold harmless, and defend Domini Technologies, its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of Domini Technologies’ Software.
In no event (including, without limitation, in the event of negligence) will Domini Technologies , its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, Software or the use or inability to use Software or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence.
Domini Technologies’ entire liability, without exception, is limited to the customers’ reimbursement of the purchase price of the Software (maximum being the lesser of the amount paid by you and the suggested retail price as listed by Domini Technologies) in exchange for the return of the product, all copies, registration papers and manuals, and all materials that constitute a transfer of license from the customer back to Domini Technologies.
8. MISCELLANEOUS
8.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of California.
8.2 Entire Agreement: These Terms constitute the entire understanding between the parties and supersede all prior negotiations, understandings, or agreements.
9. CONSENT OF USE OF DATA
9.1 Consent of use of data: You agree that Domini Technologies may collect and use information gathered in any manner as part of the product support services provided to you, if any, related to this Software. Domini Technologies may also use this information to provide notices to you which may be of use or interest to you.