Definitions

“Software Service”
The service provided by cxalloy.com and its subdomains per the user account or as identified in the agreement as the service purchased by You. The Software Service includes any users guide, multimedia content, and relevant documentation made available through the Software Service and CxAlloy website, and any other materials provided to You by CxAlloy pursuant to this agreement.
“Users”
Individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us,” “Our,” or “CxAlloy”
The cxalloy.com division of WorkingBuildings, LLC.
“You” or “Your”
The company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data”
All electronic data or information submitted by You to the Purchased Services.
Intellectual Property
CxAlloy Intellectual Property. CxAlloy shall have sole and exclusive ownership of all right, title, and interest in and to:
  • The Software Service (including any CxAlloy provided images, photographs, animations, video, audio, music, text, and applets);
  • All derivatives, modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to USER herein by CxAlloy;
  • Aggregate Data. This agreement does not provide You with title or ownership of the Software Service, the aggregate data, or any components thereof, but only a right of limited use as specified in the Privacy and Security Policy.

You shall not, in whole or in part, directly or indirectly: (a) reverse engineer, disassemble, decompile, translate, reproduce, modify, alter or otherwise attempt to access or derive the source code or the underlying ideas, algorithms, structure or organization of the Software Service or reduce the Software Service to a human-perceivable form; (b) remove any copyright notices, logos, identification or any other proprietary notices from the Software Service; (c) make any change to the Software Service or create any derivative works thereof; or (d) publish, sell, rent, lease, sublicense, transfer, transmit, resell, or distribute the Software Service or any part thereof.

User Intellectual Property. You shall have ownership of all right, title, and interest in all user data provided by you. CxAlloy may make anonymous or aggregate project information and disclose such data only in a non-identifiable manner.

Indemnity
As permitted by law, the parties agree to indemnify, defend, and hold each other, their officers, directors, shareholders, employees, and authorized agents harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys’ fees) resulting directly or indirectly from:
  • The operation, maintenance, and content of the Software Services;
  • Your use of the Software Service;
  • Failure by you to comply with any applicable privacy laws; and
  • Any breach of this agreement by the parties.

You shall indemnify, defend, and hold CxAlloy, its officers, directors, shareholders, employees, and authorized agents harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) resulting directly or indirectly from access to or use or misuse of the user data by You, your representatives, or affiliates.

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