Ignition Technology Ecosystem
Terms & Conditions
Last Updated: June 6, 2025
These Technology Ecosystem Program Terms and Conditions (these “Terms”) are entered into by and between Inductive Automation, LLC, a California limited liability company having a principal place of business at 90 Blue Ravine Road, Folsom, CA 95630 (“Inductive Automation”), and the individual or legal entity (“Participant”) accepting these terms by clicking “Accept”.
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS. PARTICIPANT (A) ACCEPTS THESE TERMS AND AGREES TO BE LEGALLY BOUND BY THEM AND (B) REPRESENTS AND WARRANTS THAT: (I) IF PARTICIPANT IS AN INDIVIDUAL, PARTICIPANT IS OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (II) IF PARTICIPANT IS A LEGAL ENTITY, THE PERSON AGREEING TO THESE TERMS HAS THE RIGHT, POWER AND AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF SUCH LEGAL ENTITY AND TO BIND SUCH LEGAL ENTITY TO THESE TERMS. IF PARTICIPANT DOES NOT OR CANNOT AGREE TO BE BOUND BY THESE TERMS, THEN PARTICIPANT SHOULD NOT CLICK “ACCEPT”.
1. DEFINITIONS
“Agreement” means these Terms and the Technology Ecosystem Program Guide (as defined below).
“Background Marketing Materials” means any advertisement or promotional or marketing materials for or relating to a party’s products or services that such party makes available to the other party from time to time.
“Brand Usage Guidelines” means: (a), with respect to Inductive Automation, its then-current brand usage guidelines available at https://brand.inductiveautomation.com (or any successor website); and (b) with respect to Participant, Participant’s then-current brand usage guidelines as provided or made available by Participant in writing from time to time.
“Generated Marketing Materials” means advertisements or promotional or marketing materials that created by a party for or relating to the other party’s products or services.
“Level” means, at any time, the highest Technology Ecosystem Program participant level applicable to Participant at such time, based on its satisfaction of the requirements for such level, as specified in the Technology Ecosystem Program Guide.
“Mark” means any trademark, service mark, trade name, logo, domain name, or other indicator of source, whether registered or unregistered.
“Software” means Inductive Automation’s Ignition® software program and software modules.
“Technology Ecosystem Program” means Inductive Automation’s Technology Ecosystem Program, as described at inductiveautomation.com (or any successor website).
“Technology Ecosystem Program Guide” means the then-current version of Inductive Automation’s Technology Ecosystem Program Guide, as made available by Inductive Automation to Participant in writing from time to time.
2. RELATIONSHIP
2.1
Acceptance into Technology Ecosystem Program.
Subject to Participant’s compliance with these Terms and the Technology Ecosystem Program Guide, Inductive Automation: (a) hereby allows Participant to participate in the Technology Ecosystem Program and to participate, on a non-exclusive basis, in the co-marketing activities pertaining thereto; and (b) hereby agrees to provide Participant with the benefits specified in the Technology Ecosystem Program Guide applicable to Participant’s then-current Level during the Term. For the avoidance of doubt: (i) this Agreement does not apply to any use of the Software by Participant for either its internal or external business purposes; (ii) the applicable version of Inductive Automation’s end user license agreement for the Software, not this Agreement or the Technology Ecosystem Program Guide, shall govern Participant’s use of the Software for its internal business purposes; and (iii) a separate definitive agreement between the parties, not this Agreement or the Technology Ecosystem Program Guide, shall govern Participant’s use of the Software for its external business purposes (if any).
2.2
Expenses; Compensation.
Unless otherwise agreed to by the parties in writing from time to time, each party will bear the costs and expenses it incurs in connection with this Agreement. Neither party shall be entitled to any compensation from the other party for any sales of the other party’s products or services.
2.3
Nature of Relationship.
This Agreement is not intended to create (and shall not be interpreted as creating) an agency, partnership, joint venture, or any other form of legal association between the parties. Neither party shall act as, or represent itself as being, a partner or agent of the other party or otherwise having the authority to legally bind the other party.
2.4
Nature of Agreement.
Except as otherwise expressly provided in the Technology EcoSystem Program Guide, this Agreement is not a product development agreement and does not entitle either party to create or distribute a product or provide a service incorporating, embedding or utilizing a product or service of the other party. Any development or distribution of such a product or service shall be the subject of a separate definitive agreement between the parties. This Agreement is not a distribution agreement and, except for the limited co-marketing activities permitted hereby, does not entitle either party to resell or otherwise distribute the other party’s products or services. Any distribution of a party’s products or services by the other party shall be subject to a separate definitive agreement between the parties.
3. MARKS; OBLIGATIONS
3.1
Grant of Rights. Each party hereby provides the other party with a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license during the Term to (a) use the licensor party’s Marks to create Generated Marketing Materials and (b) display, reproduce or link to the licensor’s party’s Background Marketing Materials within Generated Marketing Materials, in each case (i) solely during the Term, (ii) in compliance with the licensor party’s Brand Usage Guidelines and (iii) subject to the terms and conditions of this Agreement. All use of the licensor party’s Marks, and all goodwill associated therewith, will inure solely to the benefit of such licensor party. Neither party shall acquire any rights of ownership to any intellectual property rights of the other party. Any and all rights not expressly granted to the licensee party by the licensor party herein are expressly reserved by the licensor party.
3.2
Approval of Generated Marketing Materials. Any Generated Marketing Material created by a licensee party must be approved by the licensor party in writing before such Generated Marketing Material is used by the licensee party for any purpose, including but not limited to the co-marketing activities pertaining to the Technology Ecosystem Program, which approval the licensor party may condition or withhold in its sole and absolute discretion.
3.3
Restrictions and Other Obligations. The licensee party shall not use the licensor party’s Marks (whether individually or in combination, or in whole or in part): (a) as part of the licensee’s corporate or trade name or any domain name; (b) in any way that may cause confusion, mistake or deception; or (c) in any way that may dilute, tarnish, or otherwise diminish the licensor party’s Marks’ distinctiveness, or jeopardize the reputation of or goodwill associated with the licensor party, its Marks or its products or services.
3.4
Other Obligations. The licensee party will: (a) conduct its business in a manner that reflects favorably at all times on the licensor party’s products and services, and the name, goodwill and reputation of the licensor party; (b) make no false or misleading representations with regard to the licensor party or its products or services; and (c) comply with all applicable laws and regulations in performing its obligations hereunder (including but not limited to laws and regulations relating to anti-bribery and anti-corruption, and laws and regulations relating to data privacy and protection).
4. TERM; TERMINATION
4.1
Term. The term of this Agreement (the “Term”) will commence as of the date these terms are accepted by Participant and continue until terminated as provided herein.
4.2
Termination without Cause. Either party may terminate this Agreement upon 30 days’ written notice to the other party.
4.3
Termination for Cause. A party may immediately terminate this Agreement upon written notice to the other party if: (a) the other party breaches any term of this Agreement and fails to cure such breach within 7 days of the terminating party’s notice, provided that no such cure period shall apply to a party’s breach of Sections 3 or 5; or (b) the other party enters into bankruptcy or liquidation, whether compulsory or voluntary, or has a receiver appointed as to substantially all of its assets, or takes or suffers any similar action in consequence of debt.
4.4
Effect of Termination. Upon the termination of this Agreement for any reason: (a) all rights and obligations of the parties hereunder will immediately terminate; (b) each party shall immediately cease using the other party’s Marks and Background Marketing Materials; and (c) each party shall return or destroy any materials of the other party in its possession or under its control as reasonably requested by the other party.
4.5
No Damages for Termination. Neither party shall be liable to the other party for damages of any kind, including incidental or consequential damages or loss of profits, on account of the termination of this Agreement. Each party waives any right it may have to receive any compensation or reparations on the termination of this Agreement. Neither party will be liable to the other due to the expiration or termination of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income or on account of any expenditures, investments, leases or commitments made by either party or for any other reason whatsoever based upon or growing out of such termination. Each party acknowledges that: (i) such party has no expectation and has received no assurances that any investment by such party hereunder will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement; and (ii) such party will not have or acquire by virtue of this Agreement or otherwise any vested, proprietary or other right in the promotion of the other party’s products or services or in “goodwill” created by such party’s efforts hereunder.
4.6
Survival. The provisions of this Section 4.6 and Sections 1 and 4.4 through 8 shall survive the termination of this Agreement.
5. CONFIDENTIAL INFORMATION
5.1
Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement, whether orally or in writing, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes but is not limited to business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information of Inductive Automation includes the technology, ideas, know-how, documentation processes, algorithms and trade secrets embodied in the Software.
5.2
Exclusions. Confidential Information does not include information that: (a) is known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (b) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (c) is received by the Receiving Party from a third-party without restriction and without knowledge of any breach of any obligation owed to the Disclosing Party; or (d) is or has been independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.
5.3
Use and Disclosure of Confidential Information. The Receiving Party will (a) not disclose Confidential Information of the Disclosing Party, except on a need-to-know basis to its employees, members, directors, officers, consultants and representatives (including, but not limited to, financial, tax and legal advisors) (collectively, “Representatives”), (b) use and copy Confidential Information only as required to exercise rights or perform obligations under this Agreement, and (c) protect Confidential Information from unauthorized use or disclosure using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party (i) will ensure that all its Representatives receiving Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (ii) will be liable for compliance with this Section 5 by each of its Representatives.
5.4
Permitted Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by a governmental agency, by operation of law, or if necessary, in any proceeding to establish rights or obligations under this Agreement; provided that the Receiving Party gives the Disclosing Party prior notice of the required disclosure (if permitted to do so under law) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6. LIMITS ON LIABILITY; WARRANTY DISCLAIMER
6.1
Exclusion of Special Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL A PARTY, ITS AFFILIATES OR THEIR LICENSORS BE LIABLE FOR COSTS OF COVER OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING DAMAGES OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A PARTY, ITS AFFILIATES OR THEIR LICENSORS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY SPECIFIED IN THIS AGREEMENT OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
6.2
Limitation of Damages. THE MAXIMUM AGGREGATE LIABILITY OF A PARTY, TOGETHER WITH ITS AFFILIATES AND THEIR LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $1,000.
6.3
Exclusions. The provisions of Sections 6.1 and 6.2 shall not apply with respect to (a) a party’s indemnification obligations hereunder or (b) a party’s breach of Sections 3 or 5.
6.4
Warranty Disclaimer. Neither party makes any representations, warranties or guarantees regarding any of its products, services, Marks or Background Marketing Materials. If a party provides guarantees or warranties for any product or services of the other party (“Unpermitted Warranties”), then the party making such Unpermitted Warranties is solely responsible for such Unpermitted Warranties. To the maximum extent permitted by law, each party expressly disclaims any and all warranties, whether express, implied, statutory or otherwise (including, without limitation, any warranties of merchantability or fitness for a particular purpose) regarding its products, services, Marks and Background Marketing Materials.
7. INDEMNIFICATION
7.1
IP Claims. Each party shall defend the other party against any claim, suit or action brought against the other party by a third party alleging that the indemnifying party’s Marks or Background Marketing Materials, or Generated Marketing Materials created by the indemnifying party hereunder, infringe such third party’s copyrights or trademarks, in each case granted or registered in the United States (an “IP Claim”), and will indemnify and hold the indemnified party harmless from any damages and costs (including reasonable attorneys’ fees) finally awarded against the indemnified party by a court of competent jurisdiction as a result of, or for amounts paid by the indemnified party in settlement of, an IP Claim. If a permanent injunction is obtained against a party’s use the other party’s Marks or Background Marketing Materials, the other party will, in its sole discretion: (a) modify its Marks or Background Marketing Materials, as applicable, so that they are non-infringing; (b) obtain a license for the other party to continue to use the Marks or Background Marketing Materials, as applicable, as provided hereunder; or (c) terminate this Agreement. Further, the other party may, in its sole discretion, provide the remedies specified in this Section 7.1 to mitigate infringement prior to the issuance of an injunction.
7.2
Other Claims. Each party shall defend the other party against, and shall indemnify and hold the other party harmless from any damages, liabilities, costs, expenses (including reasonably attorneys’ fees) and obligations of any incurred by the other party in, any claim, suit or action brought against the other party by a third party arising from or relating to: (a) Unpermitted Warranties made by the indemnifying party; (b) the indemnifying party’s breach of applicable law in connection with their performance of this Agreement; or (c) the indemnifying party’s breach of Section 2.3.
7.3
Procedure. A party seeking indemnification hereunder shall provide the other party with prompt written notice of the claim for which indemnification is sought; provided that the indemnified party’s failure to provide such notice shall not relieve the indemnifying party of its obligations under this Section 7 except to the extent the indemnifying party was materially prejudiced thereby. The indemnifying party shall control the investigation, defense and settlement of an indemnified claim; provided that the indemnified party may observe the investigation, defense and settlement of an indemnified claim through independent counsel. The indemnified party shall reasonably cooperate in the indemnifying party’s investigation, defense and settlement of an indemnified claim at the indemnifying party’s expense. The indemnifying party shall not settle an indemnified claim without the indemnified party’s prior written consent; provided that the indemnified party may settle and indemnified claim with the indemnified party’s consent where such settlement involves only the payment of monies by or on behalf of the indemnified party, and does not subject the indemnified party to non-monetary relief.
8. MISCELLANEOUS
8.1
Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.2
Assignment. Participant may not assign or delegate this Agreement, in whole or in part, without Inductive Automation’s written consent. Inductive Automation may freely assign and delegate this Agreement, in whole or in part, in Inductive Automation’s sole discretion. Any attempted assignment in violation of the foregoing is void. Subject to the above, this Agreement will be binding upon and inure to the benefit of each party’s permitted successors and assigns.
8.3
Entire Agreement. This Agreement constitutes the entire, final, and complete agreement between the parties with respect to the subject matter hereof. If there are conflicts between this Agreement and a party’s Brand Usage Guidelines, this Agreement shall prevail. These Terms may only be modified or amended through a written instrument mutually executed by the parties; provided that Inductive Automation may modify these Terms without the prior written consent of Participant where such amendment applies to all of participants of the Technology Ecosystem Program in the same fashion and does not adversely affect the rights of Participant hereunder in a manner disproportionate to any adverse effect such amendment would have on participants of the Technology Ecosystem Program other than Participant. Inductive Automation may, from time to time, update or change any part of the Technology Ecosystem Program Guide, including by replacing them in their entirety, in its sole and absolute discretion. Inductive Automation will use reasonable efforts to provide Participant with prior notice of any such update or change. Any such update or change will become effective and binding following its release. This Agreement will supersede any other agreement or purported terms of any type, including without limitation the terms of any vendor portal, partner terms, or other instrument Participant may have issued or may issue to Inductive Automation (including without limitation clickwrap or shrinkwrap), regardless of whether Inductive Automation has agreed or agrees thereto.
8.4
Construction. This Agreement is the result of negotiations among, and has been reviewed by, Inductive Automation and Participant. Accordingly, this Agreement shall be deemed to be the product of both parties, and no ambiguity shall be construed in favor of, or against, either party.
8.5
Notices. All notices under this Agreement shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Such notices shall be sent to a party’s address set forth above or such other address as is specified by the recipient.
8.6
Governing Law; Jurisdiction. Prevailing Party. This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws provisions. Any suit under this Agreement (other than to enforce a judgment or award) will be brought in the federal or state courts in the districts which include Sacramento, California. Participant agrees and submits to the personal jurisdiction and venue of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees, including expert witness fees.
8.7
Language. The English language will be the controlling language in all respects between the parties.
8.8
Other Interpretive Provisions. References in this Agreement to “Sections” are to sections herein, unless otherwise indicated. The words “include” and “including” and words of similar import when used in this Agreement shall not be construed to be limiting or exclusive. For purposes of this Agreement, the word “will” shall be equivalent in meaning to the word “shall,” both of which describe an act or forbearance which is mandatory under this Agreement. Except as provided in a particular context, the word “or” when used in this Agreement may mean each as well as all alternatives. Headings in this Agreement are for convenience of reference only and are not part of the substance hereof.