ATTENTION: THIS SOFTWARE IS SUBJECT TO THE END-USER LICENSE AGREEMENT (“EULA”) SET FORTH BELOW.
TO INSTALL OR USE THE SOFTWARE, YOU MUST FIRST AGREE TO THE EULA BELOW. IF THE EULA IS PRESENTED TO YOU ELECTRONICALLY AND IF YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THE EULA, CLICK “AGREE”. IF THE EULA IS PRESENTED TO YOU IN A HARD COPY FORMAT, BY USING THE SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THE EULA, CLICK “DO NOT AGREE” OR IF APPLICABLE, DO NOT USE THE SOFTWARE.
- Software. “Software” means a single copy of one or more computer programs, whether stand-alone or bundled with other products, and related documentation, data and license files.
- License Grant. EA Elektro-Automatik GmbH & Co. KG (“EA Elektro-Automatik”) grants you a limited, non-exclusive license to use, in accordance with one of the license types listed below, the Software, for the Term (as defined below), subject to the terms and conditions herein:
- Fixed (“node locked”) license. If you have obtained a fixed license, you may install one copy of the Software on one instrument or machine and use the Software only on that instrument or machine for your internal business use.
- Transportable license. If you have obtained a transportable license, you may use one copy of the Software on any single instrument or machine at one time for your internal business use. You may move such Software to a different instrument or machine for your internal business use provided only one copy is in use at any one time.
- Floating (“concurrent use”) license. If you have obtained a floating license, you may install one or more copies of the Software on any instrument or machine within your internal computer network for your internal business use provided the total number of users who are accessing and/or using any of the Software at the same time does not exceed the maximum number of authorized users.
You may find the type of license you obtained, the Term of your license, and the authorized number of users (if applicable) in documentation associated with the Software. “Term” means either a set amount of time (an expiring license) or a perpetual license. “Perpetual” means the lifetime of the instrument or machine. In the absence of documentation specifying the applicable license, you have a fixed license with a Perpetual Term.
- License Restrictions.
- No Copies. You may not make copies or adaptations of the Software except for backup and archival purposes or when copying or adaptation is an essential step in the authorized use of the Software including correction of errors. You must reproduce all copyright and other legal notices in the original Software on all permitted copies or adaptations. You may not copy the Software onto any public or distributed network.
- No Reverse Engineering. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software (except to the extent any foregoing restriction is prohibited by applicable mandatory law or by licensing terms governing the use of open source components that may be included with the Software).
- No Circumvention. The Software may include technological measures, whether in the Software or in bundled hardware or both, that are designed to prevent or detect unlicensed use of the Software. Circumvention of these technological measures is prohibited, except as expressly permitted by applicable law. Any attempt to circumvent technological measures may render the Software or certain features unusable or unstable, and may prevent you from updating or upgrading the Software.
- Third Party Software.
- General. The Software may contain third party software subject to third party notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions can be found in the documentation associated with the Software. In the event of a conflict between any third party license terms and this EULA, such third party license terms take precedence over this EULA.
- Upgrades. This EULA does not entitle you to receive upgrades, updates or technical support. Such services may be purchased separately. The terms of this EULA will govern any software upgrades or updates provided by EA Elektro-Automatik that replace and/or supplement the original Software, unless such upgrade or update is accompanied by a separate license agreement in which case the terms of that license agreement will govern.
- Ownership. The Software and all copies thereof are licensed and not sold to you. The Software and all copies thereof are owned and copyrighted by EA Elektro-Automatik or its third party suppliers and protected by copyright laws and other intellectual property laws and treaties. EA Elektro-Automatik and its third party suppliers retain all right, title and interest in the Software. EA Elektro-Automatik and its third party suppliers may protect their respective rights in the Software in the event of any violation of this EULA.
- High Risk Activities. The Software is not specifically written, designed, manufactured or intended for use in the planning, construction, maintenance or direct operation of a nuclear facility, nor for use in on line control or fail safe operation of aircraft navigation, control or communication systems, weapon systems or direct life support systems.
- Transfer. If you have obtained a fixed (“node locked”) license with a Perpetual Term or a transportable license with a Perpetual Term, you may transfer the license granted to you here provided that you deliver all copies of the Software to the transferee along with this EULA, and pay any applicable fees to the extent permissible under applicable mandatory laws. If you have obtained a fixed (“node locked”) license with an expiring Term, a transportable license with an expiring Term or a floating (“concurrent use”) license, you may transfer the license granted to you here provided that you obtain EA Elektro-Automatik’s prior written authorization, deliver all copies of the Software to the transferee along with this EULA, and pay any applicable fees to the extent permissible under applicable mandatory laws. For all transfers, the transferee must accept this EULA as a condition to any transfer and your license to use the Software will terminate upon transfer.
- Term and Termination. This EULA shall continue for the Term unless terminated by EA Elektro-Automatik as provided herein. EA Elektro-Automatik may terminate this license upon notice for breach of this EULA. Upon expiration or termination, you must immediately destroy all copies of the Software.
- Export Requirements. If you export, re-export or import Software, technology or technical data licensed hereunder, you assume responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. EA Elektro-Automatik may terminate this license immediately if you are in violation of any applicable laws or regulations.
- Upon reasonable notice and reasonable suspicion of unlicensed use, EA Elektro-Automatik may conduct during normal business hours (with the auditor’s costs being at EA Elektro-Automatik’s expense) an audit of your compliance with this EULA. If an audit reveals underpayments then you will pay to EA Elektro-Automatik such underpayments. If underpayments discovered exceed five (5) percent of the contract price, you will reimburse EA Elektro-Automatik for the auditor costs.
- WARRANTY. TO THE EXTENT ALLOWED BY APPLICABLE MANDATORY LAW, AND EXCEPT TO THE EXTENT EA ELEKTRO-AUTOMATIK HAS PROVIDED A SPECIFIC WRITTEN WARRANTY APPLICABLE TO THIS SOFTWARE, THIS SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. EA ELEKTRO-AUTOMATIK, ON BEHALF OF ITSELF ITS SUBSIDIARIES, AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST RESULTING FROM OR RELATING TO THE DEFECT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY ACCORDING TO APPLICABLE MANDATORY LAW.
- LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE MANDATORY LAW, IN NO EVENT WILL EA ELEKTRO-AUTOMATIK OR ITS SUBSIDIARIES, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS OR LOST PROFITS) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THE SOFTWARE IS PROVIDED TO YOU AT NO CHARGE, EA ELEKTRO-AUTOMATIK OR ITS SUBSIDIARIES, AFFILIATES OR SUPPLIERS SHALL HAVE NO LIABILITY FOR DIRECT DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Applicable Law. Disputes arising in connection with this EULA will be governed by the laws of Germany, without regard to choice of law provisions. The United Nations Convention for Contracts for the International Sale of Goods will not apply to this EULA.
- Unenforceability. To the extent that any provision of this EULA is determined to be illegal or unenforceable, the remainder of this EULA will remain in full force and effect.
- Entire Agreement. Certain program, data and license files in the Software may be subject to supplemental license terms found in the documentation associated with the Software or directly in the files to which the supplemental terms apply. This EULA constitutes the entire agreement between you and EA Elektro-Automatik with respect to the Software, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, except if you have a separate written, valid agreement that is executed by both parties and the terms of such agreement conflict with the terms contained herein, in which case the terms of such agreement apply. This EULA may not be changed except by an amendment signed by an authorized representative of each party.