COMPLEMENTARY PRODUCT SELECTION AND PRICING TOOLS END-USER LICENSE AGREEMENT

 

IMPORTANT—READ THIS AGREEMENT CAREFULLY: This End-User License Agreement (“EULA”) is a legal contract between you (either an individual or a single entity) (“You or Licensee”) and Rockwell Automation, Inc. ("Rockwell Automation”) for the software product or products that Rockwell Automation licenses to You, which includes computer software, technology and may include associated media (“Software”). Rockwell Automation may also license to You printed materials, and “online” or electronic documentation ("Documentation"). An amendment or addendum to this EULA may accompany the Software. 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 AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY 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 INSTALL, COPY, ACCESS, OR USE THE SOFTWARE.

 

This Software is licensed to You -- not sold. Your rights to use the Software are only those rights specified in this EULA.

 

GRANT OF LICENSE

 

Provided You comply with all the terms and conditions of this EULA, Rockwell Automation and its third party licensors grant You a non-exclusive, non-transferrable license to install and use the Software on a single computer, a network server, or on multiple computers or on single or multiple mobile devices (such as tablets and phones) owned or leased by You.

 

The installations of any keys or enablers should not be greater than the number of valid software installations authorized by Rockwell Automation.

 

This License does not grant You the right to provide or utilize the Software as an application service provider or the like. Any attempted sublicense, rental, sale, lease, transfer or commercial hosting of the Software is prohibited. If the Software requires a software activation process, You agree to follow this activation process as part of the license to You under this EULA.

 

If this Software is an upgrade or update to a previous version of a Rockwell Automation product, You may not transfer the prior version to another user. This EULA supersedes any prior license with respect to Your use of the Software.

 

The Software and the Documentation are copyrighted. Unauthorized copying, reverse assembly, reverse engineering, decompilation, and creating derivative works based on the Software are prohibited. You may make a copy of the Software provided that any such copy is only for archival purposes to internally back-up the Software. You may not make any other copies of the Software. You may not copy the Documentation.

 

DATA

 

To improve the usefulness of the Software provided by Rockwell Automation, Rockwell Automation may obtain, receive, or collect data or information, including computer system or usage specific data (collectively, the "Data"). You grant Rockwell Automation a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, compile, aggregate, distribute, display, store, process, reproduce, or create derivative works of the Data solely to: (a) facilitate the performance of sales and services by Rockwell Automation and its affiliates, including, but not limited to, quality, safety, energy, and security analytics, diagnostics and prognostics, and reporting; (b) facilitate or improve your use of the Software; and (c) improve our Software products by sharing anonymous aggregate data which does not personally identify You with our third party suppliers and service providers.

 

CONFIDENTIAL INFORMATION

 

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.

 

You shall not use or disclose any Confidential Information, except as expressly authorized by this Agreement, 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.

 

Access. You may disclose the Confidential Information only to your employees who have a need to know such Confidential Information and who are bound by written confidentiality provisions at least as restrictive as those set forth in this Agreement with respect to the Confidential Information. You shall be liable for any failure of Your employees to abide by the terms of this Agreement as if such failure was the act or omission of You.

 

If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond Your reasonable control, then You shall promptly notify the Rockwell Automation of the order or request and permit Rockwell Automation to seek an appropriate protective order.

 

WARRANTY

 

THE SOFTWARE, DOCUMENTATION AND ALL ACCOMPANYING MATERIALS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW ROCKWELL AUTOMATION HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY UNDER UCITA.

 

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

 

THE SOFTWARE PROVIDED IS INTENDED SOLELY TO ASSIST YOU AND SHOULD NOT BE RELIED ON SOLELY FOR PRODUCT SELECTION. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE PRODUCTS YOU HAVE SELECTED UTILIZING THE SOFTWARE ARE ACCEPTABLE FOR YOUR INTENDED USE. ROCKWELL AUTOMATION DISCLAIMS ALL LIABILITIES REALATIVE TO YOUR SELECTION OF PRODUCTS.

 

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, DIRECT, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, 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 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.

 

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. ROCKWELL AUTOMATION'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE PRICE YOU PAID ROCKWELL AUTOMATION FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR LIABILITY. ALL OF THESE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR LIABILITY 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.

 

TERM AND TERMINATION

 

This EULA takes effect upon Your use of the Software and remains effective until terminated for any reason. You may terminate it at any time by stop using the Software and either return to us or destroy the Software in Your possession or under your control. It 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 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, this EULA shall terminate after the period of the subscription has lapsed.

 

 

THIS SOFTWARE WILL CEASE TO OPERATE AT THE EXPIRATION OF YOUR LICENSE TERM. IMPORTANT: LICENSEE IS NOT AUTHORIZED TO USE FEATURES IN EXCESS OF THOSE ORIGINALLY LICENSED.

 

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).

 

EXPORT CONTROLS

 

The Software and Documentation supplied by Rockwell Automation under this EULA are subject 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.

 

AUDIT

 

You agree that Rockwell Automation may audit Your use of the Software for compliance with these terms, upon reasonable notice. 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.

 

OWNERSHIP

 

The Software and Documentation are protected by copyright and other intellectual property laws and treaties. Rockwell Automation or its licensors own the title, copyright, and other intellectual property rights in the Software and Documentation. The Software and Documentation is licensed, not sold. Nothing in this EULA constitutes a waiver of our rights under U.S. or international copyright law or any other law.

 

MISCELLANEOUS.

 

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.

 

You agree that a material breach of this Agreement 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.

 

You may not separate component parts of the Software for independent use. The Software may contain third party software which requires 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. 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.

 

This Agreement may not be assigned in whole or in part by You without the prior written consent of Rockwell Automation. However, consent will not be unreasonably delayed or denied for assignments between a party and its parent company, subsidiaries, or affiliates as part of a consolidation, merger, or any other form of corporate reorganization.

 

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 supersedes all prior agreements, whether written or oral, relating to the Software provided and the Documentation. 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.

 

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.

 

This Software tool displays Rockwell Automation’s Published List Price. This is an advertised price and actual purchase prices may vary. To obtain pricing, contact your local Rockwell Automation Manufacturer’s representative or authorized distributor.