IMPORTANT - READ CAREFULLY: THIS IGNITION BY INDUCTIVE AUTOMATION® (THE "SOFTWARE") SOFTWARE LICENSE AGREEMENT ("IASLA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND INDUCTIVE AUTOMATION. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THE IASLA, INCLUDING THE LIMITED WARRANTY, DISCLAIMERS AND LIMITATION ON LIABILITY PROVISIONS. 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. BY AGREEING TO THIS IASLA YOU ARE ALSO AGREEING TO THE INDIVIDUAL INDUCTIVE AUTOMATION SOFTWARE MODULE LICENSE AGREEMENT ("IASMLA") AND THE RELEVANT THIRD PARTY SOFTWARE LICENSING AGREEMENTS FOR ANY OF THE MODULES YOU ARE UTILIZING. FURTHER, YOU AGREE THAT THIS IASLA CONTROLS ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES WITH REGARD TO THE LICENSING OF THE SOFTWARE AND SUPERCEDES ANY OTHER AGREEMENT BETWEEN YOU AND INDUCTIVE AUTOMATION, INCLUDING, BUT NOT LIMITED TO, LICENSEE PURCHASE ORDERS AND/OR TERMS AND CONDITIONS, AND WHETHER ENTERED INTO BEFORE OR AFTER YOUR ACCEPTANCE OF THIS AGREEMENT. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL LOOK ONLY TO INDUCTIVE AUTOMATION FOR ALL ISSUES OF ANY KIND RELATING TO THE SOFTWARE AND RELEASE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST HECHTMAN ENTERPRISES, INC., WITH WHOM YOU MAY HAVE PREVIOUSLY CONTRACTED WITH REGARDING LICENSING OF THE SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
Copyright © 2003-2018. Inductive Automation, LLC. All rights reserved.
BY DOWNLOADING, INSTALLING AND/OR IMPLEMENTING THIS SOFTWARE YOU AGREE TO THE FOLLOWING LICENSE:
"You" and "Licensee" refers to the person, entity or organization which is using the Software and any successor or assignee of same.
"Inductive Automation" refers to Inductive Automation, LLC and its successors or manufacturer and owner of this Software.
"Documentation" means the then-current information regarding the Software that is generally provided or made available to You by Inductive Automation either in print or electronic form, and which may include end user manuals, operation instructions, installation guides, release notes and on-line help files regarding the use of the Software
AGREEMENT. After reading the IASLA, if You do not agree to all of its terms, You may not use the Software. Your use of this Software indicates your acceptance of the terms of this IASLA, including, but not limited to, the warranty, disclaimers and limitations on liability provisions. All updates to the Software shall be considered part of the Software and subject to the terms of the IASLA. Revisions to this IASLA may accompany updates to the Software, in which case by installing such update, You accept the terms of the IASLA as revised. The IASLA is not otherwise subject to addition, amendment, modification or exception unless in writing signed by You and an authorized representative of Inductive Automation, which explicitly states its intention to amend or modify the IASLA. If you do not agree to the terms of this IASLA, do not install or use the Software.
GRANT OF LICENSE.
License. Subject to your compliance with all the terms and conditions of this IASLA, your timely payment of all applicable license fees and your compliance with the activation process, Inductive Automation and its third-party licensors grant You a limited, personal, non-exclusive license to download, install and/or use the Software and Documentation for your own internal business purposes, pursuant to the terms of this IASLA. You are responsible for ensuring your personnel and authorized contractors comply with all relevant terms of this IASLA 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.
Transfer to End User. 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 user customer upon their acceptance of this IASLA and your completion of the Software transfer registration process, as applicable. If You are an end user customer receiving a reseller/OEM product, You acknowledge and agree that (i) You have accepted and are bound by this IASLA; (ii) the system integrator or original equipment manufacturer is not authorized to modify or amend this IASLA or to offer any warranties or representations regarding the Software on Inductive Automation's behalf; (iii) Inductive Automation's sole obligations with regard to the Software are as set forth in this IASLA; 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.
Copyright. The Software is an original work and protected by copyright laws protecting the author's rights and intellectual property. Inductive Automation reserves all rights to any reproduction of the Software, including its Documentation, logos, trademarks, icons and interface in whole or in part. This IASLA does not give You the right to any technical support for, or upgrades to, the Software that Inductive Automation may offer from time to time. Inductive Automation may, at its option and as part of its sales policy, make such technical support and upgrades available to registered users of the Software under terms to be determined from time to time by Inductive Automation.
Evaluation Copy. You may use the Software without charge on an evaluation basis. In the unregistered version your use is limited by providing a two hour runtime only. You must pay the license fee and activate your copy of the Software if you wish to use the Software without any limitation.
Redistribution of Evaluation Copy. If You are using the Software on an evaluation basis, You may make copies of the evaluation Software as you wish; give exact copies of the original evaluation Software to anyone; and distribute the evaluation Software in its unmodified form via electronic means (Internet, BBS's, Shareware distribution libraries, CD-ROMs, etc.). You may not charge a fee for the copy or use of the evaluation Software itself, but You may charge a distribution fee that is reasonably related to any cost You incur distributing the evaluation Software (e.g. packaging). You must not represent in any manner whatsoever that You are selling the Software itself. Your distribution of the evaluation Software will not entitle You to any compensation from Inductive Automation. You must distribute a copy of this IASLA with any copy of the Software. Anyone to whom You distribute the Software is subject to this IASLA. You will indemnify, defend and hold Inductive Automation harmless for any suit, cost or claim associated with your failure to distribute the evaluation Software in accordance with the terms set forth above.
Registered Copy. After You have purchased the license for the Software and have received the serial number enabling the registered copy, You are licensed to copy the Software only into the memory of the number of computers corresponding to the number of licenses purchased. Under no other circumstances may the Software be operated at the same time on more than the number of computers for which You have paid a separate license fee. You may terminate this license at any time by destroying the original and all copies of the Software in whatever form you maintained it. You may permanently transfer all of your rights under this IASLA provided You transfer all copies of the Software (including copies of all prior versions if the Software is an upgrade) and retain none, and the recipient agrees to the terms of this IASLA.
Virtual Machines and Containers. If you plan to run one or more instances of the Software using a hypervisor-powered virtual machine system, application container engine, or any other means by which multiple instances may be run concurrently, a license is always required for each instance of the Software. A single license for the Software is not valid for multiple instances of the Software running on a single physical server computer nor a single operating system; a single license is valid only for a single instance of the Software.
RESTRICTIONS. You may not reverse engineer, de-compile or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law, notwithstanding this limitation. You may not rent, lease or lend the Software. You may not publish or publicly distribute any serial numbers, access codes, unlock-codes, passwords or other end-user-specific registration information that would allow a third party to activate the Software without a valid license.
COMMERCIAL USE. You acknowledge that you understand that if You use the Ignition by Inductive Automation® GATEWAY in a manner that results in the functionality of your application being substantially provided by third party modules, You must obtain a separate commercial use license for the Software from Inductive Automation. You will contact the Inductive Automation sales department immediately for pricing and to purchase the necessary commercial use license(s).
HOSTED SYSTEMS You acknowledge that you understand that hosted commercial systems for use by more than a single end user must obtain an additional hosted system license. If you are using the Software in this manner, You will contact the Inductive Automation sales department immediately for pricing and will purchase the necessary additional hosted system license(s).
APPLICATION OF THE MOST RECENT IASLA. You acknowledge that You shall comply with the most recent version of the IASLA and shall regularly check for updates to the IASLA by clicking here: http://www.inductiveautomation.com/ignition/license.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. The Software is copyrighted and protected by the laws of the United States and other countries, and through international treaty provisions. You may not remove any copyright notices from the Software. Inductive Automation may make changes to the Software at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided in this IASLA, Inductive Automation grants no express or implied right under Inductive Automation patents, copyrights, trademarks or other intellectual property rights.
PROHIBITIONS. Ownership of all copies of the Software remains with Inductive Automation. You are not obtaining ownership of the Software or any intellectual property rights related to it by licensing the Software. You may not sublicense, rent, lease, convey, translate, decompile or disassemble the Software for any purpose. Permission must be obtained before mirroring or redistributing the evaluation copies of the Software. You may not convert this Software or its parts to a different computer language or environment, either manually, or using an automated conversion tool, such that this Software or any modification thereof will run under any language, software, or program other than implemented by Inductive Automation. You agree that any modifications made to this Software belong to Inductive Automation and are permitted for your exclusive use during the period of this IASLA, and may not be transferred, sold or licensed to another entity.
Inductive Automation warrants that it is the owner of the Software or has the right to grant the license (including the third-party software licenses and copyrights as more specifically provided below) described in this IASLA.
The Software is warranted that it will substantially conform with its Documentation supplied by Inductive Automation at the time of initial delivery for a period of sixty (60) days from the initial delivery date. This warranty shall be void if You attempt to modify the Software in any way or use the Software in breach of this IASLA. Inductive 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. Additionally, due to the ongoing development of new techniques for invading and attacking networks, Inductive 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.
OTHER THAN AS SET FORTH IN PARAGRAPH F(a) AND (b) ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND INDUCTIVE AUTOMATION DISCLAIMS 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. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY INDUCTIVE 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. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR.
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 INDUCTIVE AUTOMATION DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (I.E., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS OR NETWORKS. INDUCTIVE AUTOMATION WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.
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.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDUCTIVE AUTOMATION 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 LOSS OF PRIVACY, AND FOR ANY OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THIS IASLA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INDUCTIVE AUTOMATION OR ITS RESELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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.
INDUCTIVE AUTOMATION'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LICENSE FEES PAID WITHIN THE PRIOR TWELVE (12) MONTHS FOR THE SOFTWARE GIVING RISE TO THE CLAIM.
ALL OF THE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR LIABILITY THROUGHOUT THIS IASLA WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THIS IASLA OR ANY OTHER AGREEMENT BETWEEN YOU AND INDUCTIVE AUTOMATION (UNLESS THAT AGREEMENT SPECIFICALLY REFERENCES THE IASLA AND THIS PROVISION AND ITS INTENTION TO SUPERCEDE IT) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
The Software is not fault-tolerant and is not designed 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 Inductive 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, defend and hold Inductive Automation harmless from all losses, claims, damages, costs, attorneys' fees and other expenses relating to such High-Risk Activities.
LIMITATION OF REMEDIES
Inductive Automation's entire liability and Your exclusive remedy for breach of the Limited Warranty shall be:
The replacement of the Software not meeting the Limited Warranty specified above which is returned with proof of purchase during the warranty period; or
If Inductive Automation is unable through reasonable efforts to deliver replacement Software which meets the Limited Warranty specified above, You may terminate this IASLA by returning or destroying the Software as provided herein, and Inductive Automation or its reseller will refund your purchase price within the limitations set forth in section F above.
EXPORT RESTRICTIONS. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to you. These laws include restrictions on destinations, end users and end use. Licensee agrees to indemnify, defend and hold Inductive Automation harmless from any loss, damages, liability or expenses incurred by Inductive Automation as a result of Licensee's failure to comply with any export regulations or restrictions.
TERMINATION. This IASLA is effective until terminated. This IASLA terminates on the date of the first occurrence of either of the following events: (1) The expiration of one month from written notice of termination from You to Inductive Automation; or (2) At any time if You violate the terms of this IASLA. Upon termination You shall destroy all copies of the Software, including modified copies, if any. You agree that monetary damages alone are not an adequate and just relief resulting from any breach of this IASLA, that a court order prohibiting any further breach of this IASLA is necessary to prevent further damages, and that you will not oppose any reasonable request for a temporary restraining order, preliminary injunction, or other relief sought by Inductive Automation in the event of a breach of this IASLA. Inductive Automation shall not be required to notify You of any breach, nor make any demand or claim against You resulting from any such breach, or for a demand to stop any use or distribution in violation of the terms of this IASLA, and You agree that any breach of this IASLA and damages resulting therefrom shall relate back to the first and earliest breach thereof. Failure of Inductive Automation to enforce its rights pursuant to this IASLA shall not constitute a waiver of such rights, and shall not prejudice Inductive Automation in any later enforcement of its rights or rights to seek damages therefrom.
SEVERABILITY. In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part of this Agreement.
UPGRADES. If You acquired this Software as an upgrade of a previous version, this IASLA replaces and supersedes any prior IASLA. You may continue to use the previous version of the Software, provided that both the previous version and the upgrade are installed on the same computer at all times. You may not have a previous version and the related upgrade version installed on separate computers at any time. Once you have installed the upgrades and are satisfied that the upgrades are operating correctly, You agree to uninstall any prior versions of the Software from all computers on which is was previously installed.
ENTIRE AGREEMENT. This IASLA is the entire agreement between You and Inductive Automation relating to your use of the Software, and supersedes all prior written or oral statements, promises, representations and agreements.
GOVERNING LAW. The IASLA shall be governed by the laws of the State of California. The United Nations Convention on the International Sale of Goods will not apply. Any action or proceeding brought by either party against the other arising out of or related to this IASLA shall be brought only in a state or federal court of competent jurisdiction located in Sacramento County, California. The parties hereby consent to the jurisdiction of such courts.
RIGHT TO AUDIT: You agree that Inductive Automation may audit Your use of the Software for compliance with these terms, upon reasonable notice. You agree to cooperate fully with Inductive Automation and its authorized agents in any such audit to assist in accurately determining your compliance with the terms and conditions of this IASLA. If such audit reveals any use of the Software by You other than in full compliance with the terms of this IASLA, You shall take all necessary action to bring your usage into compliance and shall pay Inductive 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.
RIGHT TO IDENTIFY CUSTOMER IN MARKETING MATERIALS You agree that Inductive Automation may use your name (and logo if applicable) in its marketing materials solely for the purpose of identifying customers of Inductive Automation who have purchased its software. No explicit representations or warranties shall be made regarding Your recommendation or endorsement of the Software.