This SOFTWARE LICENSE AND SERVICES AGREEMENT (the "Agreement") is made effective as of the date of the purchase of the software, module, or commencement of services (the "Effective Date") by and between:

WASATO GmbH, a company incorporated under the laws of Switzerland, having its registered office at Gewerbestrasse 15, CH-4123 Allschwil, Switzerland (hereinafter referred to as the "Licensor/Service Provider"),

and

the purchaser or client of the software, modules, or services (hereinafter referred to as the "Licensee/Client").

Preamble

Licensor/Service Provider is an IT agency and software development organization engaged in the business of providing web development, mobile app creation, custom software modules, and software solutions for enterprise-level businesses. Licensee/Client wishes to obtain licenses for modules/software and/or engage the Licensor/Service Provider for web development, app creation, and related services, subject to the terms and conditions set forth herein.

1. Definitions

As used in this Agreement, the following terms shall have the definitions set forth below:

• "Deliverables": Any custom website, mobile application, custom code, or specific output developed and provided to the Licensee/Client as part of the Services.
• "Derivative Works": Works developed by Licensee/Client based upon, in whole or in part, the Source Code, Modules, and/or the Documentation.
• "Documentation": All written, digital, or recorded material relating to the Software/Modules, including technical specifications and operational principles.
• "Modules / Software": Pre-packaged software, plugins, extensions (including Joomla modules), or applications developed by the Licensor and provided under a license model.
• "Services": Custom web development, mobile app creation, module customization, technical support, maintenance, and consulting provided by the Licensor/Service Provider.
• "Source Code": The computer programming source code form of the Software/Deliverables, including executables and libraries.

2. Software & Module License

**(a) Grant of License**

Subject to the terms of this Agreement and the payment of the applicable fees, Licensor grants to Licensee a worldwide, non-exclusive, perpetual (unless a subscription is agreed), royalty-free license to:

1. Use and incorporate the Modules/Software to develop its website/mobile app on one domain only, solely for the Licensee’s own business use.
2. The Licensee is not authorized to compile, copy, or distribute the Modules/Software or its Derivative Works to third parties.
3. The Licensee must ensure that backup copies are stored securely and are not accessible on public repositories (e.g., GitHub, StackOverflow).
4. Open-source extensions (e.g., specific Joomla modules), where explicitly stated, are governed by their respective GNU/GPL licenses.

**(b) Scope and Restrictions**

1. Licensee may not sell, sub-license, rent, lease, or lend any portion of the Modules or Documentation to any third party.
2. Licensee may allow a third-party development agency to customize the Modules for the Licensee’s specific needs, provided that neither the Licensee nor the agency is authorized to resell the modified version.

3. Web Development, App Creation, and Services

**(a) Provision of Services**

Licensor/Service Provider agrees to perform web development, mobile app creation, and other IT services as requested by the Licensee/Client and outlined in specific project proposals, statements of work, or invoices.

**(b) Standard of Care**

All Services shall be performed with due care and in accordance with generally recognized industry standards, complying with the applicable provisions of the Swiss Code of Obligations (CO) governing contracts for work and services (Art. 363 et seq. CO) or mandates (Art. 398 et seq. CO).

**(c) Acceptance of Deliverables**

For custom web development and app creation, the Licensee/Client must inspect the Deliverables immediately upon delivery. In accordance with Art. 367 CO, any defects must be reported in writing within seven (7) days of delivery. If no defects are reported within this period, the Deliverables are deemed implicitly accepted.

**(d) Ownership of Custom Deliverables**

Upon full payment of all undisputed fees related to custom Services, the Licensor/Service Provider grants the Licensee/Client a non-exclusive, perpetual, worldwide right to use the Deliverables for their intended business purpose. Unless explicitly agreed otherwise in writing, the Licensor/Service Provider retains the core intellectual property rights to underlying frameworks, libraries, and pre-existing code used to build the Deliverables.

4. Consideration and Payment Terms

1. License Fees: For pre-packaged Modules and Software, the Licensee shall pay the upfront, one-time fee specified at the time of purchase.
2. Service Fees: Web development and app creation services shall be billed according to the agreed-upon milestones, hourly rates, or fixed project quotes.
3. Payment Terms: Unless otherwise stated on the invoice, all invoices are due within fourteen (14) days of receipt.
4. Refund Policy: Under Swiss B2B law, fees for digital content (Modules) made available immediately, and fees for rendered IT Services, are non-refundable.

5. Representations and Warranties

1. Functionality: Licensor warrants that standard Modules will function materially as described on the official website at the time of purchase.
2. Defect Rectification: For custom development Services, the Licensor warrants to rectify reported, reproducible defects that deviate materially from the agreed-upon specifications, provided they are reported within the acceptance period.
3. Exclusions: The warranty is void if the Licensee/Client or a third party alters the Source Code, Deliverables, or server environment without the Licensor's written consent.

6. Data Protection (FADP Compliance)

Both parties undertake to comply with the applicable provisions of the revised Swiss Federal Act on Data Protection (FADP).

1. If the Licensor/Service Provider processes personal data on behalf of the Licensee/Client during web development, app creation, or support services, the Licensor/Service Provider acts as a Data Processor.
2. The Licensor/Service Provider will implement appropriate technical and organizational measures to ensure data security and confidentiality.

7. Indemnification

Licensee/Client agrees to indemnify and hold harmless the Licensor/Service Provider against any claims, losses, or expenses arising from: (a) a breach of this Agreement by Licensee; (b) unauthorized use of the Modules/Deliverables; (c) illegal, infringing, or harmful content uploaded by the Licensee to the developed website or app; or (d) infringement of third-party rights caused by Licensee's modifications.

8. Limitation of Liability

1. Statutory Limitation: To the maximum extent permitted by Swiss law (Art. 100 CO), the Licensor’s liability for slight or ordinary negligence is excluded.
2. Exclusions: Licensor shall not be liable for indirect, incidental, or consequential damages, including loss of profits, loss of data, business interruption, or goodwill.
3. Aggregate Limit: In any event, the Licensor’s total aggregate liability arising out of or in connection with a specific Module or custom Service project shall not exceed the total amount actually paid by the Licensee/Client for that specific Module or project.

9. Force Majeure

Licensor will not be liable for any delay or failure to perform obligations due to events beyond its reasonable control, including but not limited to acts of God, war, cyberattacks, strikes, or telecommunications failures.

10. Miscellaneous

**(a) Governing Law**

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

**(b) Jurisdiction**

The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Arlesheim, Basel-Landschaft, Switzerland, for any disputes arising out of or in connection with this Agreement.

**(c) Assignment**

Licensee may not assign or transfer this Agreement or any rights hereunder without the prior written consent of the Licensor.

**(d) Severability**

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid one that most closely reflects the original economic intent of the parties.

**(e) Acknowledgement**

By purchasing the Modules, downloading the Software, or engaging the Licensor for Services, the Licensee/Client acknowledges that they have read, understood, and agreed to be bound by the terms of this Agreement.