Grant of License/Restrictions on Use
You shall permit access to and/or deliver, as applicable per our request, to us and our customers the Software and accompanying Documentation as provided with each order. You grant to us and our customers a limited, restricted, non-exclusive, worldwide, fully-paid, non-transferable (except to our customers and their facilities) license to access through the Internet or install, as applicable, and the right to use the Software, in machine readable Object Code form and to use related Documentation provided by you in connection with the Software, Products and/or Services only for our and/or our customer’s lawful business purposes. Consistent with the nature of these Terms, we may assign, sublicense, lease, or otherwise transfer the Software, Documentation and/or any portion thereof to our customers and/or their facilities, provided that such reproduction shall be solely for the use of us or our customers (or their facilities) and each of our and their respective employees (e.g., training purposes) and provided that any such reproductions shall be subject to any Software license materials you include with the Software, Product or Service, as applicable, or is subject to those terms you and we agree to incorporate into our contract or terms and conditions with such customer.
Ownership of Rights
You retain exclusive right, title and interest in and to the Software and Code and all copies or portions thereof all as delivered to us or our customer, as applicable, including all intellectual property rights, and all applicable rights to patents, copyrights and trademarks in and to the same will be and remain your property.
Service Levels & Representations
You warrant that all Software will conform to and function as provided in its then most recent documentation, these Terms, and any marketing materials. Furthermore, the Software and the Documentation Services provided by you shall comply with all federal, state, and municipal laws, regulations, permits, and standards.
Supplier represents it holds the insurance coverages and limits described below and agrees to provide us with the required Certificates of Insurance evidencing such insurance as a condition of receiving any payment.
Required Insurance Coverage Terms and Conditions
All policies must provide for no cancellation or reduction of coverage without thirty days prior written notice to us. Certificates of insurance must be furnished during and for three years following end or termination of the Agreement. Supplier’s insurance carriers must maintains an A.M. Best’s rating of “A-“ or better. Policies may not include any endorsements or modifications arising from pollution, explosion, collapse, underground property damage, or work performed by subcontractors. A waiver of subrogation endorsement is required for all policies. No deductibles or self-insured retentions may exceed $25,000 without our written consent.
General Liability & Additional Insured Endorsements
For Products, Supplier shall carry Commercial General Liability (GL) insurance coverage and product liability/completed operations (Prods/Com. Ops) coverage in amounts no less than $2,000,000 each occurrence, $5,000,000 aggregate, and $1,000,000 in Personal and Advertising Injury Coverage (Pers. & Adv. Inj.) naming Direct Supply, Inc. and its officers and employees as an additional insured on a primary basis. For Software, Supplier shall carry GL insurance coverage and Prods/Com. Ops coverage in amounts no less than $2,000,000 each occurrence, $5,000,000 aggregate and $5,000,000 in Technology & Information Errors & Omissions Liability (Cyber Liability) insurance coverage naming Direct Supply, Inc. and its officers and employees as an additional insured on a primary basis. For Services, Supplier shall carry GL insurance coverage for ongoing and completed operations in amounts no less than the corresponding limits in the “GL Insurance Requirements” row below for the Tier of “Services” they are providing naming Direct Supply, Inc. and its officers and employees as an additional insured on a primary basis.
For all GL policies, you must provide us a copy of your policies’ additional insured endorsements along with a copy of your certificate of insurance. GL Aggregate requirements may be met through GL insurance, Excess/Umbrella coverage or a combination of both. GL Coverage must be on an occurrence coverage form. A “claims made” or “modified occurrence” policy is not acceptable. All GL policies must also provide insurance for bodily injury liability, property damage liability, premises and operations coverage, contractual liability insuring Supplier’s obligations and broad form property damage.
Worker’s Compensation & Auto Liability
Supplier shall also carry worker’s compensation/employer’s liability as required by the applicable state law; $1,000,000 per each employee, accident and disease. Supplier shall also carry auto liability insurance coverage for all owned, hired and non-owned autos in amounts no less than $1,000,000 per occurrence with a combined single limit each accident for bodily injury and property damage.
If Supplier is performing hazardous material work (e.g., asbestos removal), Supplier must also maintain pollution liability coverage with limits no less than $3,000,000 per occurrence covering losses caused by pollution conditions that arise from Supplier’s operations. This insurance shall provide coverage for bodily injury and death; loss or damage to property, including loss of use of property or of property that has not been physically injured; cleanup costs; and costs and expenses incurred in the investigation, defense or settlement of claims.
Not a Limitation or Recommendation
Supplier’s liability is in no way limited to the types or amounts of insurance set forth above; to the extent it maintains insurance greater than these minimum requirements, such insurance shall be applicable to any liability obligations. We do not recommend this insurance as adequate to Supplier’s needs or requirements; Supplier is solely responsible to determine its insurance needs. Any other insurance maintained by Direct Supply is excess and not contributing insurance with the insurance requirements hereunder.