ROCKWELL AUTOMATION END USER LICENSE AGREEMENT

ROCKWELL AUTOMATION END USER LICENSE AGREEMENT
ROCKWELL AUTOMATION END USER LICENSE AGREEMENT
Rev (02/2016)
IMPORTANT—READ THIS AGREEMENT CAREFULLY
This end user license agreement (“EULA”) is a legal contract between You (either an individual or a single entity) and Rockwell Automation, Inc.
(“Rockwell Automation”) for the Software product(s) and Documentation that Rockwell Automation licenses to You. ROCKWELL AUTOMATION IS
WILLING TO LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE
TERMS AND CONDITIONS IN THIS EULA. YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING,
INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER
PERSON, COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT
PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL,
COPY, ACCESS, OR USE THE SOFTWARE, AND PROMPTLY RETURN THE SOFTWARE WITH ALL ACCOMPANYING ITEMS TO YOUR PLACE
OF PURCHASE FOR A FULL REFUND, OR IF YOU DOWNLOADED THE PROGRAM, CONTACT THE PARTY FROM WHOM YOU ACQUIRED
IT.
1.
1.1.
DEFINITIONS
Activation Certificate: means a document included with the
Software that may provide, among other things, Your Software
Activation Key and specific information regarding the License
Type and License Term.
1.2.
Activation Key: means the alphanumeric code that enables
You to activate and use the Software.
1.3.
Affiliates: means an entity that is directly or indirectly
controlled by or is under common control with such party,
where “control” means an ownership, voting or similar interest
representing fifty percent (50%) or more of the total interests
then outstanding of the relevant entity.
1.4.
1.11. Documentation: means the then-current documentation
regarding the Software that is generally provided or made
available to You by Rockwell Automation either in print or
electronic, and which may include end user manuals, operation
instructions, installation guides, release notes, and on-line help
files regarding the use of the Software.
1.12. Equipment: means any physical asset, subcomponent or
grouping thereof.
1.13. EULA: means this end user license agreement.
Capacity: means a specific licensed size criteria as described
on the Activation Certificate and includes, among other
measurements, equipment count, I/O count, platform counts,
session count, tag counts, screen counts, Equipment counts
and processor counts.
1.5.
Client: means a Device running, accessing or utilizing, directly
or indirectly, the Server Software.
1.6.
Complementary Software: means samples, utilities, plug-ins,
user interface components and/or reports that are generally not
included in a default Software installation, but are provided as
an accommodation to You.
1.7.
1.10. Device: means any physical or virtual environment, node,
server, computer, or other digital workstation, electronic,
cellular, or computing equipment that runs, accesses, or
utilizes the services of the Software.
1.14. Feature: means an add-on functionality and libraries to the
Software.
1.15. License Term: means the time duration of the Software
license as specified in the Activation Certificate or other
agreement between the parties.
1.16. License Type: means user, Server, Capacity Based or Named
Software license. The License Types may be used individually
or in combination with other License Types.
1.17. Reseller/OEM Product: means a product into which a system
integrator or original equipment manufacturer has integrated
the Software.
Confidential Information means: (i) the Software and
Documentation; (ii) the technology, ideas, know-how,
documentation, processes, algorithms and trade secrets
embodied in the Software; (iii) any software keys related to the
Software; and (vi) any other information in written or electronic
media that is identified as “confidential,” “proprietary” or with a
similar legend at the time of such disclosure.
1.8.
Data: means information or data obtained, received or
collected from Your usage of the Software.
1.9.
Designated Location: Means the site, Equipment and/or
application owned and operated by You as designated by
Rockwell Automation in the Activation Certificate or other
agreement between the parties.
1.18. Rockwell Automation: means Rockwell Automation, Inc., a
Delaware corporation, and its Affiliates, having a principal
place of business at 1201 South 2nd Street, Milwaukee,
Wisconsin 53204.
1.19. Server: means any Device that hosts Server Software and can
be run, accessed, or used by another Device.
1.20. Software: includes any of the following:
Rockwell
Automation’s computer software, programs, technology, cloud
application, services, Complementary Software, firmware and
associated media and any updates, upgrades or
enhancements thereto, or portions thereof.
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Rockwell Automation End User License Agreement (Rev 2/2016)
1.21. Third Party Software: means third party software furnished
with or as part of the Software.
Microsoft SQL Server that exceeds the rights provided to You
under this Software.
1.22. You: means the purchaser of the Software and/or the user of
the Software.
2.
3.4.
If You are a system integrator or original equipment
manufacturer and You have integrated the Software into a
Reseller/OEM Product for purposes of resale to Your end
customer, You may transfer the Software to Your end customer
upon their acceptance of this EULA and Your completion of the
Software
transfer
registration
notice
at
activate.rockwellautomation.com. If You are an end customer
receiving a Reseller/OEM Product, You acknowledge and
agree that (i) You have accepted and are bound by this EULA;
(ii) the system integrator or original equipment manufacturer is
not authorized to modify or amend this EULA or to offer any
warranties or representations regarding the Software; (iii)
Rockwell Automation’s sole obligations with regard to the
Software are as set forth in this EULA; and (iv) You will look
solely to the system integrator or original equipment
manufacturer for any defects in the Reseller/OEM Product, or
incompatibilities with the Software.
3.5.
If You use any third party software not supplied by Rockwell
Automation, including open source software, in conjunction
with any Software, You must ensure that such use does not
require (i) disclosure or distribution of any Software in source
code form, (ii) licensing of any Software for the purpose of
making derivative works, or (iii) redistribution of any Software
at no charge. For the avoidance of doubt, You may not
combine Software with any software licensed under any
version of or derivative for the GNU General Public License
(“GPL”) in any manner that could cause, or could be interpreted
or asserted to cause, the Software or any modification to the
Software to become subject to the terms of the GPL.
You are responsible for all telecommunication or Internet
connections and associated fees required to access or use the
Software, as well as all hardware and software on Your site.
LICENSE TYPE
2.1.
Named License: means a license to use the Software only by
the identified individual person.
2.2.
Concurrent License: means a license to use the Software by
a specified number of users, provided the number of users
accessing or using the Software at the same time do not
exceed the number of valid software activations You have
purchased.
2.3.
Device License: means a license to use the Software on any
Device that hosts Software that can be run, accessed, or used
by another Device.
2.4.
Site License: means a license to use the Software by an
unlimited number of Your employees or Your authorized
contractors at a Designated Location.
2.5.
Capacity Based License: means a license to use the
Software based upon a Capacity.
2.6.
Capability License: means a usage license required for each
Feature that runs, accesses or utilizes, directly or indirectly, the
Software.
3.
GRANT OF LICENSE
3.1.
The rights granted to You with respect to the Software are
based on the License Type and the License Term. The
License Type and the License Term are detailed in Rockwell
Automation’s Activation Certificate supplied to You at the time
of Your purchase confirmation.
3.6.
4.
RESTRICTIONS
Subject to Your compliance with all the terms and conditions of
this EULA, Your timely payment of any applicable license fee,
and Your compliance with the activation process if applicable,
Rockwell Automation and its third party licensors grant You a
limited, personal, nontransferable, non-exclusive license
during the License Term to download, install and/or use the
Software and Documentation for Your own internal business
purposes on a Device and at the Designated Location if
specified, pursuant to the License Type(s) that You purchased.
You are responsible for ensuring your personnel and
authorized contractors comply with all relevant terms of this
EULA and any failure to comply will constitute a breach by You.
Any use of the Software by authorized contractors shall be
solely for Your internal business purposes.
4.1.
Copy/Design Restrictions:
a. You may not copy the Software or Documentation except to
the extent stated in this section.
3.2.
3.3.
i. You may make a copy of the Software provided that any
such copy is only for archival purposes to internally back
up the Software.
ii. You may make a copy of the Software for purposes of
installation of the Software within Your organization
provided You have purchased licenses for such Software
copies.
iii. You may copy the Software image with prior written
consent by Rockwell Automation provided you have
purchased the required licenses for such Software image
copies.
If the Software You have acquired is used in conjunction with
Microsoft SQL Server, You may be provided with a Microsoft
SQL Server license during installation. If the Software includes
limited license rights for Microsoft SQL Server, You agree to
only use such Microsoft SQL Server in conjunction with the
Software, and You will acquire from Microsoft any licenses to
iv. You will retain and reproduce all copyright or proprietary
notices in their exact form on all copies (including partial
copies) of the Software or Documentation made by You as
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Rockwell Automation End User License Agreement (Rev 2/2016)
permitted per this section 4.1.
updates, and any use of such materials is prohibited.
b. You may not reverse assemble, reverse engineer, decompile,
translate or create derivative works based on the Software or
Documentation, except and only to the extent that such
restrictions may be permitted by applicable law, or as set forth
in Section 14. You may not work around or bypass any
technical restrictions or limitations in the Software. If You
intend to undertake any of the foregoing as permitted by
applicable law, You will give Rockwell Automation advance
notice and an opportunity to provide alternative means to
address Your needs.
h. You may not use any Confidential Information to contest the
validity of any intellectual property of Rockwell Automation or
its licensors.
4.3.
a. You may not separate component parts of the Software for
independent use.
b. You may not use hardware, software or programing techniques
to pool connections, reroute information, or reduce the number
of required licenses that directly access or use the Software.
c. If You upgraded or updated the Software to a newer version of
the Software, You may not transfer the prior edition or prior
version to another user.
c. You may not use any tool, utilities, programing techniques or
command lines to provide enhanced interfacing to the Software
beyond authorized Rockwell Automation available interfaces.
d. You may not remove, minimize, block or modify any logs,
trademarks, copyrights or other notices of Rockwell
Automation or its licensors that are included in the Software or
Documentation.
d. You are not granted a license to use the automation interface
or other programmatic interfaces contained within the Software
in conjunction with any third party software not authorized by
Rockwell Automation in writing, including, but not limited to,
change management systems.
e. You may not use the Software or Documentation to make
Software training materials to be sold, licensed, used, or
distributed, except for Your internal use of Documentation
copied in its entirety, and screen captures of Your Software
application. You are solely responsible and liable for any such
training materials You produce.
4.2.
Other Restrictions:
e. Any application created by use of the Software is prohibited
from being translated into instructions that run on third party
Software or hardware platforms without our written consent.
Use Restrictions:
f. You may only install the Software for use with one architecture
and one operating system at any given time.
a. You may not provide, utilize, or commercially host the Software
as an application service provider or the like for other third
parties.
5.
LIMITED WARRANTY
5.1.
The Software is warranted for ninety (90) days after its initial
delivery to You that it will substantially conform with its
Documentation supplied by Rockwell Automation at the time of
initial delivery of the Software. Rockwell Automation will use
commercially reasonable efforts designed to identify and
remove any viruses or other similar intentionally harmful code
from the Software prior to delivery to You. Defective media on
which the Software was delivered will be replaced without
charge if returned during the warranty period. This warranty
shall be void if You attempt to modify the Software in any way
or use the Software in breach of this EULA. Rockwell
Automation makes no representation or warranty, express or
implied, that the operation of the Software will be uninterrupted
or error free, or that the functions contained in the Software will
meet or satisfy Your intended use or requirements; You
assume complete responsibility for decisions made or actions
taken based on information obtained using the Software. In
addition, due to the continual development of new techniques
for intruding upon and attacking networks, Rockwell
Automation does not warrant that the Software or any
equipment, system or network on which the Software is used
will be free of vulnerability to intrusion or attack.
5.2.
TO THE MAXIMUM EXTENT PERMITTED BY LAW THE
FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, AND
ROCKWELL AUTOMATION AND ITS LICENSORS
b. Except as expressly stated herein, You may not sublicense,
rent, resell, lease, or transfer the Software without Rockwell
Automation’s prior written consent.
c. You may only use the Software at the Designated Location if a
Designated Location has been specified.
d. You may only use the Software on the Designated Device if a
Designated Device has been specified.
e. You may not use the Software beyond the License Type or
License Term You have purchased in your Activation
Certificate.
f. The number of users accessing or using the Software at the
same time may not exceed the number of valid software
activations You have purchased.
g. You may download and use Software for a Rockwell
Automation product only if such product has been legitimately
acquired directly from an authorized Rockwell Automation
source. All other downloads and use thereof is strictly
prohibited. For example, if You have acquired a Rockwell
Automation product from an unauthorized source, e.g., an
unauthorized online reseller, You are not permitted to
download any materials, including Software and firmware
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Rockwell Automation End User License Agreement (Rev 2/2016)
DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR
CONDITIONS, INCLUDING (WITHOUT LIMITATION) ANY
WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD
PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY WARRANTY UNDER
UCITA.
NO ORAL OR WRITTEN INFORMATION,
MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE
GIVEN BY ROCKWELL AUTOMATION OR ITS
AUTHORIZED REPRESENTATIVES SHALL CREATE ANY
ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE
THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED
IN THIS SECTION.
8.
INDEMNIFICATION: Rockwell Automation will pay costs and
damages finally awarded in any suit against You to the extent
based on a finding that the design of Software licensed
hereunder by Rockwell Automation infringes any patent, utility
model, copyright, or trademark granted or registered in the
country of Rockwell Automation’s shipping destination,
provided that You: (i) promptly inform Rockwell Automation of
the alleged infringement in writing; (ii) provide Rockwell
Automation the exclusive right to defend and settle the suit, at
Rockwell Automation’s expense; and (iii) provide all
reasonable information and assistance requested for the
defense. Rockwell Automation shall have no liability for any
infringement that is based upon or arises out of: (a)
compliance with Your instructions, specifications or designs;
(b) use of Software in Your or a third-party process; (c)
combinations with other equipment, software or materials,
including Reseller/OEM Products, not supplied by Rockwell
Automation; or (d) Your failure to implement any update to the
Software furnished by Rockwell Automation. In the event any
Software is determined or believed by Rockwell Automation to
infringe the rights of a third party, Rockwell Automation may, at
its sole option and expense, elect to: (a) modify the Software
so that it is non-infringing, (b) replace the Software with noninfringing Software that is functionally equivalent or superior in
performance, (c) obtain a license for You to continue to use the
Software as provided hereunder, or (d) if none of the foregoing
can be achieved despite the reasonable efforts of Rockwell
Automation, terminate the license for the infringing Software,
have You return or destroy such Software, and refund to You
the license fees paid by Customer for such Software, prorated
over sixty (60) months from the date of this Agreement on a
straight-line basis. The foregoing states the sole and exclusive
obligations of Rockwell Automation for intellectual property
infringement.
5.3.
THE SOFTWARE MAY BE USED TO ACCESS AND
TRANSFER INFORMATION OVER THE INTERNET OR BE
USED IN CONNECTION WITH HARDWARE AND OTHER
PRODUCTS THAT ARE CONNECTED TO THE INTERNET.
YOU ACKNOWLEDGE AND AGREE THAT ROCKWELL
AUTOMATION AND ITS LICENSORS DO NOT OPERATE
OR CONTROL THE INTERNET AND THAT: (I) VIRUSES,
WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE
DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS
(E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO
AND DAMAGE YOUR DATA, WEB-SITES, COMPUTERS,
OR NETWORKS. ROCKWELL AUTOMATION AND ITS
LICENSORS WILL NOT BE RESPONSIBLE FOR THOSE
ACTIVITIES.
5.4.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE
OTHER RIGHTS WHICH VARY FROM JURISDICTION TO
JURISDICTION.
6.
LIMITATION OF REMEDIES
9.
LIMITATION OF LIABILITY
6.1.
Rockwell Automation’s entire liability and Your exclusive
remedy for breach of the Limited Warranty shall be:
9.1.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL ROCKWELL AUTOMATION OR
ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS
OR CONFIDENTIAL OR OTHER INFORMATION OR DATA,
FOR BUSINESS INTERRUPTION, FOR LOST SAVINGS,
FOR LOSS OF PRIVACY, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING
OUT OF OR IN ANY WAY RELATED TO THIS EULA OR THE
USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF
ROCKWELL AUTOMATION OR ITS RESELLER HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
9.3.
ROCKWELL AUTOMATION'S AND ITS THIRD PARTY
LICENSORS’
MAXIMUM
CUMULATIVE
LIABILITY
RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING
THAT WITH RESPECT TO DIRECT DAMAGES AND
a. The replacement of the Software not meeting the Limited
Warranty specified above which is returned with proof of
purchase during the warranty period; or
b. If Rockwell Automation is unable through reasonable efforts to
deliver replacement Software which meets the Limited
Warranty specified above, You may terminate this EULA by
returning or destroying the Software as provided herein, and
Rockwell Automation or its reseller will refund Your purchase
price.
7.
SUPPORT SERVICES: Rockwell Automation does not provide
any support services for the Software under this EULA. You
have no rights to any updates, upgrades or enhancements to
the Software unless you separately purchase a Rockwell
Automation software support service agreement. Rockwell
Automation offers multiple software support services. For
more information contact your local distributor or Rockwell
Automation representative.
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Rockwell Automation End User License Agreement (Rev 2/2016)
OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR
NOT INSURED, WILL NOT EXCEED THE LICENSE FEES
PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM
OR LIABILITY DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE FIRST EVENT GIVING
RISE TO LIABILITY.
9.4.
10.
11.
is not authorized to use features in excess of those originally
licensed.
ALL OF THE DISCLAIMERS AND LIMITATIONS OF
REMEDIES AND/OR LIABILITY THROUGHOUT THIS EULA
WILL APPLY REGARDLESS OF ANY OTHER CONTRARY
PROVISION OF THIS EULA OR ANY OTHER AGREEMENT
BETWEEN YOU AND ROCKWELL AUTOMATION AND
REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT OR OTHERWISE, AND FURTHER WILL
EXTEND TO THE BENEFIT OF ROCKWELL
AUTOMATION’S VENDORS, APPOINTED DISTRIBUTORS
AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY
BENEFICIARIES.
12.
ACADEMIC USE: If this Software was purchased for academic
or research use by an educational institution, it may be used
for teaching and research purposes only. Commercial use of
the Software is prohibited if the software was intended for
educational use. Only the instructor/professor registered to the
Software is eligible to contact Rockwell Automation for
technical support and product updates. If this Software is
Arena simulation software, You have the right to make copies
of the Software (the media excluding activation) solely for
academic, teaching and research purposes.
13.
PREPRODUCTION RELEASES
13.1. As an accommodation to You, Rockwell Automation may
provide You with a preproduction release of the Software (often
labeled a “beta release”). These releases are not suitable for
production use. You agree to comply with the beta form
accompanying such Software.
NO HIGH RISK USE: The Software is not fault-tolerant and is
not designed, manufactured or intended for use or resale in
hazardous environments requiring fail-safe performance in
which the failure of the Software could lead to death, personal
injury, or severe physical or environmental damage (“High Risk
Activities”). Unless Rockwell Automation gives its prior written
consent and is consulted regarding the specific deployment,
system set-up and Software support plan, the License
excludes any High Risk Activities, and You (i) shall not use the
Software with respect to any High Risk Activities, and (ii) shall
indemnify Rockwell Automation and its licensors from all
losses, claims, damages, costs, attorneys’ fees and other
expenses relating to such High Risk Activities.
13.2. SUCH RELEASES ARE PROVIDED ON AN “AS IS” BASIS,
WITHOUT WARRANTIES OF ANY KIND. USE OF BETA
RELEASES IS AT YOUR SOLE RISK.
14.
COMPLEMENTARY SOFTWARE: Complementary Software
is intended to be used for example purposes or to provide
additional complementary features. The Complementary
Software may be contained in the Software, Documentation
(electronic or printed) or downloaded from the Rockwell
Automation website. Rockwell Automation and its third party
licensors make no representations or warranties regarding
Your use of the Complementary Software and related
Documentation. You may modify and create derivative works
of Complementary Software that is in the form of samples or
reusable application code. All such Complementary Software
is provided "as is", and technical support for and future
enhancement of such Complementary Software is not
guaranteed nor included as part of Rockwell Automation’s
standard software support services. Rockwell Automation
disclaims all warranties with regard to this information,
including all implied warranties and conditions of
merchantability, fitness for a particular purpose, title and noninfringement.
15.
GOVERNMENT RESTRICTED RIGHTS: If You are a branch
or agency of the United States Government, the following
provision applies. The Software and Documentation are
comprised of "commercial computer software" and
"commercial computer software documentation" as such terms
are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to
the Government (i) for acquisition by or on behalf of civilian
agencies, consistent with the policy set forth in 48 C.F.R.
12.212; or (ii) for acquisition by or on behalf of units of the
Department of Defense, consistent with the policies set forth in
48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
16.
EXPORT CONTROLS: The Software and Documentation
supplied by Rockwell Automation under this EULA are subject
TERM AND TERMINATION
11.1. This EULA takes effect upon Your downloading, installing,
copying or otherwise using the Software and remains effective
until terminated for any reason. You may terminate it at any
time by destroying all copies of the Software and
Documentation in Your possession. This EULA will also
automatically terminate if You fail to comply with any term or
condition of this EULA. You agree upon termination of this
EULA to cease using the Software and either return to
Rockwell Automation or destroy all copies of the Software and
Documentation in Your possession. If this Software has been
licensed to You as part of a subscription service or limited
License Term, this EULA shall terminate after the period of the
subscription or Licensed Term has lapsed. Termination of this
EULA will automatically terminate all licenses granted herein.
The protections in this EULA relating to intellectual property
protection, confidentiality, disclaimers, and liability limitations
shall survive any termination or expiration of this Agreement.
11.2. This Software will cease to operate at the expiration of your
License Term, or whenever the Software is unable to locate a
Factorytalk® Activation. Software that is enabled with a grace
period will continue to operate for seven (7) days without a
Factorytalk® Activation to provide users with a grace period for
renewing applicable licenses or resolving your Factorytalk®
Activation issue. During the grace period, product features in
excess of that originally licensed may be accessible. Licensee
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Rockwell Automation End User License Agreement (Rev 2/2016)
to export controls under the laws and regulations of the United
States ("U.S.") and any other applicable countries' laws and
regulations. You shall comply with such laws and regulations
governing export, re-export, import, transfer and use of
Rockwell Automation Software and Documentation and will
obtain all required U.S. and local authorizations, permits, or
licenses. You and Rockwell Automation each agree to provide
the other information, support documents, and assistance as
may reasonably be required by the other in connection with
securing authorizations or licenses.
17.
18.
AUDIT: You agree that Rockwell Automation may audit Your
use of the Software for compliance with these terms, upon
reasonable notice. You agree to cooperate fully with Rockwell
Automation and its authorized agents in any such audit to
assist in accurately determining Your compliance with the
terms and conditions of this EULA. Rockwell Automation and
its authorized agents will comply with Your reasonable security
regulations while on Your premises. In the event that such audit
reveals any use of the Software by You other than in full
compliance with the terms of this EULA, You shall reimburse
Rockwell Automation for all reasonable expenses related to
such audit in addition to any other liabilities You may incur as
a result of such non-compliance.
20.
DATA: In Rockwell Automation’s performance of services,
sales activities, or in connection with Your use of Rockwell
Automation products and Software, Rockwell Automation may
obtain, receive, or collect data or information, including Your
contact information, computer system, installation, or usage
specific data (collectively, the "Data"). In such cases, You
grant Rockwell Automation a non-exclusive, worldwide,
royalty-free, perpetual, non-revocable license to use, compile,
distribute, display, store, process, reproduce, or create
derivative works of the Data solely to facilitate the performance
of sales and services by Rockwell Automation and its Affiliates
(including, but not limited to, quality, safety, energy, and
security analytics, product and service diagnostics and
prognostics, and reporting), and to facilitate or improve Your
use of the products, Software and services. In addition, You
grant Rockwell Automation and its Affiliates a license to use
and aggregate the Data in support of Rockwell Automation’s
marketing and sales activities. Rockwell Automation and its
Affiliates may also use this information in the aggregate, in a
form which does not personally identify You, to improve our
products, Software and services and we may share
anonymous aggregate data with our third party suppliers and
service providers.
21.
ASSIGNMENT: You may not assign this EULA, in whole or in
part, without Rockwell Automation’s prior written consent. Any
attempt to assign this EULA without such consent will be null
and void. Subject to the foregoing, this EULA will bind and
inure to the benefits of each party’s permitted successors and
assigns.
22.
GOVERNING LAW: This EULA shall be governed by the laws
of the State of Wisconsin, without regard to any conflict of laws
provisions. The United Nations Convention on the International
Sale of Goods will not apply. You agree to bring any action in
connection with this EULA or the Software exclusively in the
state or federal courts of Wisconsin, and You further agree to
the jurisdiction of the state and federal courts of Wisconsin for
any action that Rockwell Automation brings against You.
23.
THIRD PARTY SOFTWARE: The Software may incorporate,
embed, or be bundled with third party software which requires
You to accept and be bound by notices and/or additional terms
and conditions. Such required third party notices and/or
additional terms and conditions are identified in the help or
about screens and license.txt or readme text files of the
Software and are made a part of and incorporated by reference
into this EULA, or as provided in the Product Compatibility
download
Center
located
at
http://www.rockwellautomation,com/rockwellautomation/supp
ort/pcdc.page. By accepting this EULA, You agree to review
such terms and conditions set forth therein, if any, and Your
use of the Software will be deemed to be Your acceptance
thereof.
24.
MISCELLANEOUS
OWNERSHIP
18.1. The Software and Documentation are protected by copyright
and other intellectual property laws and treaties. Rockwell
Automation or its licensors retain the title, copyright, and other
intellectual property rights in the Software and Documentation,
including permitted copies. You do not acquire any rights,
express or implied, other than those expressly granted in this
EULA. The Software and Documentation are licensed, not
sold. Nothing in this EULA constitutes a waiver of our rights
under U.S. or international copyright law or any other law.
18.2. You may provide Rockwell Automation with suggestions,
comments or other feedback with respect to the Software.
Feedback is voluntary. Rockwell Automation may use
feedback for any purpose, including improvement of the
Software, without obligation or restriction of any kind.
18.3. You agree that a material breach of this EULA adversely
affecting Rockwell Automation’s intellectual property rights
may cause irreparable injury to Rockwell Automation for which
monetary damages would not be an adequate remedy, and
Rockwell Automation shall be entitled to seek equitable relief
in addition to any remedies it may have hereunder or at law.
19.
CONFIDENTIAL INFORMATION: You shall not use or
disclose any Confidential Information, except as expressly
authorized by this EULA, and shall protect all such Confidential
Information using the same degree of care which You use with
respect to Your own similarly valuable proprietary information,
but in no event with safeguards less than a reasonably prudent
business would exercise under similar circumstances. You
shall take prompt and appropriate action to prevent
unauthorized use or disclosure of the Confidential Information.
24.1. This EULA, and any amendment or addendum to this EULA
that accompanies the Software, is the complete and exclusive
agreement between Rockwell Automation and You, and
supersede all prior agreements, whether written or oral,
6
Rockwell Automation End User License Agreement (Rev 2/2016)
relating to the Software provided and the Documentation. No
additional or different terms in any purchase order or other
similar document furnished by You will be binding on Rockwell
Automation and all such terms are deemed rejected. This
EULA may not be changed or modified except by an instrument
in writing signed by a duly authorized representative of
Rockwell Automation. If for any reason a court of competent
jurisdiction finds any provision of this EULA or portion thereof,
to be unenforceable, that provision of the EULA shall be
enforced to the maximum extent permissible so as to affect the
intent of the parties, and the remainder of this EULA shall
continue in full force and effect.
24.2. The parties acknowledge that they have required the EULA to
be drafted in English. Les parties reconnaissent avoir exigé la
rédaction en anglais du Contrat. In the event of a conflict
between the English and other language versions, the English
version will prevail.
7
Rockwell Automation End User License Agreement (Rev 2/2016)
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