THIS END-USER LICENSE AGREEMENT ("EULA") COVERING NOTECHART BY AUTOMATION PROFESSIONALS (THE "SOFTWARE") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND AUTOMATION PROFESSIONALS. BY INSTALLING, COPYING OR OTHERWISE USING NOTECHART BY AUTOMATION PROFESSIONALS, YOU INDICATE YOUR ACCEPTANCE OF THE EULA, INCLUDING THE LIMITED WARRANTY, DISCLAIMERS AND LIMITATION ON LIABILITY. FURTHER, YOU AGREE THAT THIS EULA CONTROLS AND SUPERCEDES ANY OTHER AGREEMENT BETWEEN YOU AND AUTOMATION PROFESSIONALS, WHETHER ENTERED INTO BEFORE OR AFTER YOUR ACCEPTANCE OF THIS AGREEMENT, UNLESS THAT AGREEMENT SPECIFICALLY STATES IT SUPERCEDES THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT DON'T INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
BY DOWNLOADING, INSTALLING AND/OR USING THIS SOFTWARE YOU AGREE TO THE FOLLOWING LICENSE:
DEFINITIONS. "You" and "Licensee" refers to the person, entity or organization which is using the Software and any successor or assignee of same. "Automation Professionals" refers to Automation Professionals, LLC and its successors or assignees. "The Platform" refers to "Ignition by Inductive Automation"®, the separate software framework in which the Software is intended to be used.
AGREEMENT. After reading the EULA, if You do not agree to all of the terms of the EULA, You may not use the Software. Unless You have a different license agreement signed by Automation Professionals that covers the Software, your use of this Software indicates your acceptance of the EULA, warranty, disclaimers and limitations on liability. All updates to the Software shall be considered part of the Software and subject to the terms of the EULA. Changes to this EULA may accompany updates to the Software, in which case by installing such update Customer accepts the terms of the EULA as changed. The EULA is not otherwise subject to addition, amendment, modification or exception unless in writing signed by You and Automation Professionals. If you do not agree to the terms of this EULA, do not install or use the Software.
GRANT OF LICENSE.
The Software is an original work and protected by copyright
laws protecting the author's rights and intellectual property.
Automation Professionals reserves all rights to any reproduction of
the Software including its documentation, logos, trademarks,
icons and interface in whole or in part. This EULA does not
give You the right to any technical support for, or upgrades
to, the Software which Automation Professionals may offer from
time to time. Automation Professionals 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 Automation Professionals.
Evaluation Copy. You may use the Software without charge on an evaluation basis. The Platform allows un-activated copies to operate in trial mode for 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 this 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 Automation Professionals. You must distribute a copy of this EULA with any copy of the Software and anyone to whom You distribute the Software is subject to this EULA.
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, and for which You have licensed The Platform. 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 in. You may permanently transfer all of your rights under this EULA 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 EULA.
Virtual Machines. If you plan to run the Software in multiple virtual computers or virtual servers, a license is required for each instance of the virtual computer or server where the Software will be installed. If you plan to install the Software in the host operating system of the computer where the virtual machines are running, a license will also be required for the host operating system.
RESTRICTIONS. You may not reverse engineer, de-compile, or disassemble 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 permanently transfer all of your rights under this EULA, provided the recipient agrees to the terms of this EULA. 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.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. Automation Professionals 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, Automation Professionals grants no express or implied right under Automation Professionals patents, copyrights, trademarks or other intellectual property rights. You may transfer the Software only if the recipient agrees to be fully bound by these terms and if you retain no copies of the Software.
GRANT OF LICENSE AND PROHIBITIONS. Title to all copies of the Software remains with Automation Professionals. This Software is licensed to You. You are not obtaining title to the Software or any copyrights. You may not sublicense, rent, lease, convey, translate, decompile or disassemble the Software for any purpose. The license may be transferred to another Licensee if You keep no copies of the Software. 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 Automation Professionals. You agree that any modifications made to this Software belong to Automation Professionals and are permitted for your exclusive use during the period of this EULA, and may not be transferred, sold or licensed to another entity.
WARRANTY. Automation Professionals 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 under section 2 below) described in this EULA without violating the rights of any third party.
DISCLAIMER. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF: (a) MERCHANTABILITY; (b) FITNESS FOR A PARTICULAR PURPOSE; AND (c) NONINFRINGEMENT. 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.
LIMITATION ON CONSEQUENTIAL DAMAGES. NEITHER AUTOMATION PROFESSIONALS NOR ANYONE INVOLVED IN THE PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF AUTOMATION PROFESSIONALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. IN NO EVENT SHALL AUTOMATION PROFESSIONALS LIABILITY FOR ANY DAMAGES EXCEED THE PRICE PAID FOR THE LICENSE TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF CLAIM. THE PERSON USING THE SOFTWARE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL AUTOMATION PROFESSIONALS BE LIABLE FOR ANY AMOUNT GREATER THAN WHAT YOU ACTUALLY PAID FOR THE SOFTWARE.
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.
TERMINATION. This EULA is effective until terminated. This EULA 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 Automation Professionals; or (2) At any time if You violate the terms of this EULA. Upon termination You shall destroy all copies of the Software, including modified copies, if any. You agree that monetary damages alone is not an adequate and just relief resulting from any breach of this EULA, that a court order prohibiting any further breach of this EULA 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 Automation Professionals in the event of a breach of this EULA. Automation Professionals 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 EULA, and You agree that any breach of this EULA and damages resulting therefrom shall relate back to the first and earliest breach thereof. Failure of Automation Professionals to enforce its rights pursuant to this EULA shall not constitute a waiver of such rights, and shall not prejudice Automation Professionals in any later enforcement of its rights or rights to seek damages therefrom.
UPGRADES. If You acquired this Software as an upgrade of a previous version, this EULA replaces and supersedes any prior EULAs. 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 EULA is the entire agreement between You and Automation Professionals relating to your use of the Software, and supersedes all prior written or oral statements, promises, representations and agreements.
GOVERNING LAW. The EULA shall be governed by the laws of the State of Georgia. Any action or proceeding brought by either party against the other arising out of or related to this EULA shall be brought only in a state or federal court of competent jurisdiction located in Fulton County, Georgia. The parties hereby consent to the jurisdiction of such courts.