S C’s End User License Agreement

S C’s End User License Agreement
End User License Agreement
This End User License Agreement (“License”) sets forth
the terms and conditions controlling an end user’s right to
use, and manner of use of, a seller’s product.
GENERAL: The terms and conditions contained in this
License and seller’s Price Sheet 150 and/or Price Sheet 181
(for customers in the United States) or Price Sheet 153
and/or Price Sheet 182 (for customers outside the United
States) constitute the entire agreement and understanding
between the end user and the seller, and supersede any
prior or contemporaneous agreement or understanding
concerning those particular terms and conditions. The
seller is not bound by any provision of any purchase order,
receipt, acceptance, confirmation, correspondence, or
other instrument or action relating to those particular
terms and conditions, unless the seller specifically agrees
in a subsequent written instrument indicating that such
instrument is to have preference with regard to identified
ones of those particular terms and conditions.
End user may not assign or transfer this License or any
rights or obligations under this License without prior written approval from the seller. Any assignment or transfer of
this License made in contravention of the terms hereof
shall be null and void.
Subject to the foregoing, this License shall be binding
on, and inure to, the benefit of the parties’ respective successors and permitted assigns.
The seller may assign its rights under this License to (i)
its affiliates and (ii) any successor by way of merger, acquisition, consolidation, reorganization, sale, or other
transfer in which case references to the seller herein shall
be deemed to refer to the seller’s assignee.
End user is responsible for the payment of any taxes,
including personal property taxes, arising from this
License, or delivery or use of the product.
• “Hardware” is the portion of the product in the
configuration as provided.
• “Software” is the set of computer programs and files
used to process data in the manner set forth by
procedures, algorithms, and documentation, which
provide instructions to the Hardware or other Software
with which it may interact. Software is embedded, is
provided as a Virtual Machine application, or installed
February 9, 2015© S&C Electric Company
in the Hardware by the seller in binary executable
object code form, or readable and interpretative form.
Software includes updates and upgrades, if any,
provided to end user by the seller.
• “Documentation” is the portion of the product in
electronic, printed, or other form that accompanies the
product, or is otherwise available, to provide
information about installation, operation, and use of
the product.
• “Operating System” is the environment in which the
Software executes. The Operating System resides
between the Hardware and the Software. Some
products do not have an Operating System.
GRANT OF LICENSE: Upon acceptance of the terms
and conditions contained in this License by the end user,
the seller grants a nontransferable, non-sublicensable,
nonexclusive license to use the Software and its associated product in the approved environment, for the life of
the product. The approved environment includes, among
other considerations, the appropriate operating frequencies, operating licenses, Hardware, Operating System,
configuration, location, and application approved by the
seller and its successors and assigns.
The License and the right to use the Software and its
associated product shall terminate automatically if the
end user violates any Conditions of Use set forth herein or
any other part of this License. Upon termination of the
License, the end user shall promptly (i) destroy the Software embedded in the product and terminate all use of the
product or (ii) return the product including all embedded
Software and Documentation to the seller. Seller and the
seller’s licensors reserve all rights in the product not
expressly granted to end user in this License.
• End user shall use the product, including the Hardware,
Software, or Documentation, only in the country of
• End user shall not remove, alter, cover or obfuscate any
copyright notices, any other proprietary rights notices
and any other notices or markings placed or embedded
by the seller on or in the product, including on or in the
Hardware, Software, or Documentation.
• End user shall not publish any information that
compares the performance of the product with
products created or distributed by others without the
prior written consent of the seller.
• End user shall hold in confidence all unpublished
information and trade secrets about the product of
which the end user becomes aware.
Price Sheet 155
End User License Agreement
• End user shall not sell, sublicense, distribute, or
otherwise transfer the product, including the Hardware,
Software, or Documentation, to anyone or any entity.
• End user shall not, and shall not authorize or engage
anyone else to, copy, modify, translate, alter, adapt,
reverse engineer, disassemble, create derivative works
of, decompile, or attempt to derive source code for, the
Software for any purpose.
• End user shall only use Software through direct use of
the S&C provided human-machine interface. Using
external programs or scripts to interface, capture, or
manipulate data from the Software directly or from the
provided human-machine interface is not permitted.
• End user shall not export any data collected by the
software to external systems or applications via
unsupported or undocumented Software interfaces.
Importing or exporting data to or from external systems
or applications is only permitted and supported
through S&C-engineered interfaces.
UPDATES, UPGRADES, AND SUPPORT: Unless otherwise agreed to in the form of an Annual Software License
Fee and Support Plan, seller has no obligation to provide
updates and/or upgrades for the product. Such a plan, furnished for an annual fee, may be mandatory for continued
use of the Software and includes updates and support.
The seller may, from time to time, at the seller’s sole discretion, make updates and/or upgrades to the product
available via the Internet or via other sources. Any updates
and/or upgrades provided by the seller may result in functional or other changes to the product. The end user
assumes all risk resulting from installing, or from failing to
install, updates and/or upgrades made available by the
seller. The seller has no obligation under this License to
provide any assistance, maintenance, or other support for
the product, the Hardware, Software, or Documentation.
DISCLAIMER OF WARRANTIES: Except as set forth in
the seller’s Price Sheets 150 and/or 181 (for customers in
the United States) or Price Sheets 153 and/or 182 (for customers outside the United States) in effect when the
product is delivered to the end user, the seller disclaims all
warranties for the product and, specifically, the seller disclaims all warranties, whether express, implied, statutory,
or otherwise, including, but not limited to, warranties of
merchantability, non-infringement, or fitness for a particular purpose.
Some jurisdictions do not allow the disclaimer of particular warranties and, to the extent that such laws are
controlling, one or more of the foregoing disclaimers may
not apply to the end user.
event will the seller be liable for any special, incidental,
consequential, punitive, or indirect damages whatsoever
(including, without limitation, damages for loss of profits,
2 S&C Price Sheet 155
loss of revenue, business interruption, loss of information
including loss of data, or other pecuniary loss) arising out
of the use or inability to use the product or the performance, interruption, or failure of the product, irrespective
of the cause of action, even if the seller has been advised
of the possibility of such damages.
Some jurisdictions do not allow the exclusion or limitation of particular liabilities and, to the extent that such
laws are controlling, one or more of the foregoing exclusions or limitations may not apply to the end user.
Notwithstanding anything else in this agreement or otherwise, the seller’s cumulative liability for all claims
arising out of, or in connection with, this agreement,
including, without limitation from, or in connection with,
the use or improper functioning of the product including
the Hardware, Software, or Documentation (each, a
“claim”), shall not exceed the amount paid by the end user
for the product.
Notwithstanding anything else, the seller’s suppliers
and licensors shall have no liability for any claims in connection with the product or this agreement.
EXPORT CONTROLS: The product, including the Hardware, Software, and Documentation, and any technical
data related thereto and any direct product thereof may
not be exported or re-exported contrary to the laws and
regulations of the United States and of other countries.
The end user may not export or re-export the product
from the country in which it was originally delivered.
use of the product, including Hardware, Software, and
Documentation, are protected by United States and international laws and regulations, including those related to
copyright, patent, trade secret, and other intellectual
property, and those related to international trade laws and
regulations. The product contains unpublished information and embodies valuable trade secrets proprietary to
the seller and the seller’s licensors. Notwithstanding that
the Hardware portion of the product may be sold to the
end user, the Software and Documentation portions are
not sold to the end user and title to the Software and Documentation remains in the seller and the seller’s licensors.
product, including the Hardware, Software, and Documentation, and any technical data related thereto, is a
“Commercial Item” as defined in 48 C.F.R. § 2.101. If the
end user is the U.S. Government or any agency or department thereof, the product is only delivered as a
Commercial Item subject to the license grant and other
terms and conditions as set forth in this License. Acquisition of the product by the U.S. Government or any agency
or department thereof shall only be under FAR or DFAR
and shall not alter the terms and conditions of this License.
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