Custom Product Builder License Agreement

END USER LICENSE AGREEMENT
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This End User License Agreement (“Agreement”) is entered into by and between Custom Product Builder, Inc. (“CPB”), and the Licensee executing the applicable CPB Order Form (defined below). The parties agree as follows:

LICENSE

1.1. Subject to Licensee’s payment of the applicable fees and compliance with the terms of this Agreement, CPB grants Licensee a limited, non-transferable, non-assignable, non-sublicensable, worldwide license to access and use the CPB Software (the “Software”) solely for Licensee’s internal business purposes, in accordance with the Software’s technical documentation, and solely during the subscription term and on the maximum number of Designated URLs specified in one or more applicable CPB Order Forms executed with Licensee.

1.2. In the event Licensee exceeds the licensed number of Designated URLs, Licensee shall promptly notify CPB and pay the applicable additional fees in accordance with the commercial terms set out in the CPB Order Form.

1.3. Licensee shall implement reasonable controls to ensure compliance with licensed usage. CPB reserves the right to audit Licensee’s use of the Software during normal business hours with reasonable notice and may include mechanisms within the Software to enforce usage limits.

1.4. CPB will provide Licensee access to the Software (via download or cloud service, at CPB’s discretion), including associated technical documentation, for use in accordance with this Agreement.

1.5. Licensee may use the Software on a temporary substitute or backup URL in the event of system malfunction, and may transfer the Software to a permanent replacement URL at no additional charge, provided written notice is given to CPB within five (5) days.

1.6. Portions of the Software may incorporate or interact with open source software subject to separate license terms. Licensee’s use of such open source software will be governed by the applicable open source license, and any such use will be deemed part of Licensee’s use of the Software under this Agreement.

1.7. Licensee may not modify, adapt, or create derivative works of the Software, except as expressly permitted by CPB in writing. To the extent Licensee develops any derivative works, Licensee grants CPB a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and distribute such derivative works for any purpose.

LICENSE EXCLUSIONS

2.1. Except as expressly authorized herein, Licensee shall not:
- Use the Software beyond the scope defined in the applicable CPB Order Form;
- Distribute, sublicense, lease, rent, sell, or otherwise make the Software available to any third party;
- Use the Software for time-sharing, service bureau, or managed service purposes without CPB’s prior written consent;
- Export or use the Software in violation of applicable U.S. export laws and regulations.

2.2. No license, right, or interest in any CPB trademark, trade name, or service mark is granted hereunder.

FEES AND PAYMENT TERMS

3. Licensee agrees to pay the fees and comply with the payment terms described in each CPB Order Form executed by Licensee.

TITLE AND PROTECTION

4.1. CPB (or its licensors) retains all ownership and intellectual property rights in the Software and related materials. Licensee shall not disclose the Software or related proprietary information to third parties, except employees or contractors bound by written confidentiality obligations. Licensee shall not remove or obscure proprietary notices.

4.2. The Software includes certain open source components, which are governed by their respective licenses. To the extent of any conflict between this Agreement and an applicable open source license, the open source license will prevail solely with respect to the relevant component.

4.3. If acquired by or on behalf of the U.S. Government, the Software is deemed “commercial computer software” subject to restricted rights under applicable FAR and DFARS regulations.

PATENT AND COPYRIGHT INDEMNITY

5. Subject to Section 8, CPB will defend Licensee against claims that the Software infringes U.S. patents or copyrights, provided Licensee (a) promptly notifies CPB, (b) provides reasonable cooperation, and (c) grants CPB sole authority to defend or settle the claim. CPB may, at its discretion, procure rights, modify the Software, or terminate the Agreement and refund unused prepaid fees. This Section does not apply to claims based on modifications, combinations with third-party products, misuse, or open source components. This Section states Licensee’s exclusive remedy for intellectual property claims.

DEFAULT AND TERMINATION

6.1. Either party may terminate this Agreement if the other fails to cure a material breach within thirty (30) days’ written notice, or immediately if Licensee fails to pay amounts due within seven (7) days of due date.

6.2. Upon termination or expiration, Licensee shall cease all use of the Software and certify destruction or deletion of all copies within thirty (30) days.

WARRANTY; DISCLAIMER

7.1. CPB warrants for ninety (90) days from delivery that the Software will substantially perform in accordance with its documentation. CPB’s sole obligation and Licensee’s exclusive remedy is correction of the nonconformance.

7.2. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY

8.1. UNDER NO CIRCUMSTANCES WILL CPB BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY.

8.2. CPB’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SUPPORT SERVICES

9. Support Services will be provided during the subscription term as described in CPB’s then-current Support Services Terms and Conditions, available on CPB’s website and subject to updates. Support does not include issues caused by modifications, third-party products, or use outside supported environments.

CUSTOMER REFERENCES

10. Licensee grants CPB the right to display Licensee’s name and logo as part of CPB’s customer lists and marketing materials, subject to Licensee’s written revocation at any time.

GENERAL

11.1. Governing Law: This Agreement is governed by the laws of the State of California, excluding conflict-of-laws principles. Venue shall be Santa Clara County, California. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

11.2. Assignment: Licensee may not assign this Agreement without CPB’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

11.3. Entire Agreement: This Agreement, the CPB Order Form, and CPB’s Support Services Terms constitute the complete agreement between the parties and supersede all prior agreements. Amendments must be in writing and signed by both parties. Electronic signatures are valid and enforceable.

11.4. Severability; Waiver: If any provision is found unenforceable, the remainder will remain in effect. Failure to enforce any right shall not constitute a waiver of future rights.

Last Updated: August 20, 2025