Indemnification Agreement
1. Definitions
1.1. “Services”
Refers to the combined offering of our licensed software and any accompanying support or maintenance services as outlined in this Agreement.
1.2. “Software”
Means the proprietary software provided by SinCity Distributor in any form, along with related user documentation, whether delivered physically or downloaded. This term also covers any updates, upgrades, feature additions, or enhancements we provide, whether as part of a new purchase or through support services. Any mention of the “purchase” or “sale” of Software means the granting of a license to use it under this Agreement.
1.3. “Support Services”
Depending on the customer’s purchase, this may include product installation assistance, technical troubleshooting, routine maintenance, or other agreed-upon support.
2. General Provisions
2.1. Scope
This Agreement governs the customer’s licensing and use of all Services provided by SinCity Distributor.
2.2. Authority
- They are acting in full compliance with all applicable laws;
- They are properly registered and in good standing in their jurisdiction;
- They have full authority to enter into and uphold this Agreement.
3. License Grant
Subject to this Agreement, SinCity Distributor grants the customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:
- Install and use the object code version of the Software strictly for their own internal operations, in line with the provided documentation;
- Make a reasonable number of internal copies of the documentation, provided that all trademarks, logos, and notices remain intact.
All rights not explicitly granted are reserved by SinCity Distributor.
4. Restrictions on Use
4.1. Source Code Access
The customer acknowledges that the Software’s source code, structure, and algorithms are proprietary and confidential. No rights are granted to access, modify, or reverse engineer the source code. The customer may not attempt to derive it or create derivative works from it, nor allow third parties to do so.
4.2. Transfer and Resale
The customer may not assign, resell, rent, lease, sublicense, or otherwise transfer the Software or make it available to third parties. Using the Software to offer paid or unpaid services to others, or incorporating it into another product or service, is prohibited without prior written consent.
4.3. License Controls
The Software may include mechanisms to limit the number of users, disable features after license termination, or enforce other usage restrictions. Tampering with these mechanisms is strictly prohibited.
4.4. Additional Restrictions
- Remove or alter copyright, trademark, or proprietary notices;
- Use the Software to develop a competing product or service;
- Publish performance testing results or benchmarks without written consent;
- Use the Software in violation of any applicable laws or export regulations.
5. Proprietary Rights
The Software and all related intellectual property remain the exclusive property of SinCity Distributor. The customer shall not claim ownership or take any actions inconsistent with these rights.
6. Indemnification
6.1. Compliance
Our services are intended for amusement use only. The customer is solely responsible for ensuring their use complies with all federal, state, and local laws.
6.2. Customer Responsibility
The customer agrees, at their own expense, to defend, indemnify, and hold harmless SinCity Distributor, its affiliates, and their respective officers, employees, and agents from any claims, damages, liabilities, or costs (including reasonable legal fees) arising from:
- Breach of this Agreement or any warranty herein;
- Violation of applicable law;
- Gross negligence or willful misconduct.