PLEASE CAREFULLY READ THIS AGREEMENT AS IT IS APPLICABLE WHETHER YOUR USE OF THE ACCOMPANYING SOFTWARE PRODUCT IS SUBJECT TO A TRIAL, PURCHASE, LICENSE OR ANY OTHER WAY IT HAS BEEN PROVIDED TO YOU.
TO CONFIRM YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT, CLICK THE APPROPRIATE BUTTON APPEARING ON YOUR SCREEN DURING THE INSTALLATION PROCESS. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, CLICK THE CONVERSE APPROPRIATE BUTTON: THIS WILL AUTOMATICALLY ABORT INSTALLATION PROCESS: IN SUCH LATTER CASE, IF THE SOFTWARE PRODUCT HAS ALREADY BEEN PROVIDED TO YOU AS A PHYSICAL COPY, YOU MUST RETURN THE SOFTWARE PRODUCT WITHIN THIRTY (30) DAYS OF RECEIPT THEREOF (INCLUDING ALL ACCOMPANYING PRINTED MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE FROM WHICH YOU OBTAINED IT. IF THE SOFTWARE PRODUCT HAS BEEN PROVIDED TO YOU AS A DOWNLOAD, YOU MUST IMMEDIATELY DELETE OR EXPUNGE THE SOFTWARE INCLUSIVE ALL RELATED FILES AND ANY OTHER ELECTRONIC MATERIAL. FROM YOUR COMPUTERS, HARD DISKS, SERVERS, TABLETS, SMART PHONES OR OTHER DEVICE CONTAINING THE SOFTWARE PRODUCT.
This End-User License Agreement (“EULA”) is a legal agreement between your corporation, company or other legal entity, to which the Software Product has been provided, (hereinafter referred to as “You”), and Schneider Electric (as defined hereunder). It is Your responsibility to ascertain that any person completing the installation of the Software Product has the mandate or legal authority to bind You and confirm Your acceptance of the terms of this EULA.
As used in this EULA, “Schneider Electric” or the “Licensor” shall mean that company of the Schneider Electric Group which is registered in the country where You have issued Your purchase order (including but not limited to orders for purchase, license and/or trial or any expression of Your intent to do the same, hereinafter collectively referred to as “Purchase Order”) of the Software Product; Schneider Electric Group companies are listed under the drop-list of countries on the corporate web site of Schneider Electric Group.
The terms and conditions of this EULA will not be affected and shall remain fully enforceable between Schneider Electric and You in case You have issued Your Purchase Order for the Software Product to be delivered to You as a mobile application through any mobile applications platform or store proprietary to Schneider Electric or to any third-party officially appointed or recognised by Schneider Electric to commercialize the Software Product as a mobile application.
1. GRANT OF LICENSE
Schneider Electric grants to You a non-exclusive non-transferable, limited license right to use the Software Product subject to all terms and conditions of this EULA, Your Purchase Order and Documentation related to said Software Product.
This EULA describes Your general rights to install, activate and use the Software Product, to the exclusion of the terms and conditions relating to the purchase (if applicable) by You of the Software Product which terms and conditions shall be referred to under Your Purchase Order or be contained in a separate agreement between You and Schneider Electric or its sales representative or between You and the third-party supplying the Software Product with a third-party product.
Depending upon the Software Product’s reference and its related description that is available from Schneider Electric’s website, the license right set forth under this EULA is granted to You as a perpetual license or for a limited period of time. The period of Your license can either be found in the About Box, Purchase Order, or in Documentation related to the Software Product.
Depending upon the Software Product’s reference and its related description that is available from Schneider Electric’s website, the license rights granted under this EULA may be limited to a trial period in the number of days indicated by the Software Product upon its installation, or in the About Box, Purchase Order, or related Documentation. During said trial period, You may use the Software Product for the purpose of evaluating whether to activate or not the license to use the Software Product under this EULA.
Upon expiry of the trial period or, unless in case of a perpetual license, of the limited period of time for which the license was granted to You, the Software Product might automatically be de-installed and/or rendered unusable (with or without prior warning) and Your license to the Software Product will automatically and immediately terminate, unless You request Schneider Electric to grant You, and Schneider Electric accepts, to grant You a further license under this EULA or a separate agreement and You actually activate the license right granted to You hereunder in the manner described during the set-up sequence of the Software Product, and You pay to Schneider Electric the corresponding applicable fees (if any).
You acknowledge that if You need to activate the Software Product through the use of internet or telephone, toll charges may apply.
If technological measures are designed to prevent unlicensed or illegal use of the Software Product, You agree that Schneider Electric may use those measures and You agree to comply with any requirements regarding such technological measures.
Unless You have acquired a Corporate License as expressly defined in this EULA, floating, concurrent or shared use of the Software Product is not permitted and Your use of the Software Product must be licensed under this EULA as a Single User License or a Multiple User License.
The Single User License applies when a label affixed on the Software Product’s media itself, in its About Box, the Purchase Order or Documentation or elsewhere state "Single User License". A Single User License can only be installed and used on a single personal computer at any given time and is prohibited from being installed and used on a network or any other multi-station computer system that allows simultaneous use by several users.
The Multiple User License applies when a label affixed on the Software Product’s media itself, in its About Box, the Purchase Order or Documentation or elsewhere state ”Multiple User License". A Multiple User License allows concurrent and unrestricted number of installations of the corresponding Software Product on several personal computers or similar devices, on a network or any other multi-station computer system, but a Multiple User License restricts the number of users to the number defined for the corresponding purchased and registered Software Product. Where You would use a Multiple User License via a network or any other multi-station computer system, it shall be Your responsibility to put in place such means as necessary to guarantee that all restrictions set forth in this EULA are followed.
You shall be responsible for maintaining secure access to the Software Products as permitted under this Agreement. You shall not: (i) transmit or share identification and/or password codes to persons other than to authorized users for whom such codes were generated; (ii) permit authorized users to share identification and/or password codes with others; (iii) permit the identification and/or password codes to be cached in proxy servers and accessed by individuals who are not authorized users; (iv) permit access to the Software Products through a single identification and/or password code being made available to multiple users on a network; or (vi) attempt or permit any person without valid identification and/or password codes to attempt to access the Software Products. You shall indemnify, defend and hold harmless Schneider Electric, its officers, directors, employees, agents and other representatives to and against any and all liability, loss, costs, damages, reasonable attorney fees and other expenses which Schneider Electric may sustain or incur arising out of or in connection with any third party claim related to any breach of our obligations under this Section.
You may only install, use, access and display the Software Product on a computer or other device, strictly in accordance with the accompanying Documentation, and only for the specific purposes stated in the Documentation or in this EULA.
Furthermore, unless otherwise expressly required or authorized by statute or unless otherwise expressly permitted under the terms of a valid Corporate License, You must not:
a) copy the Software Product except for backup purposes only in support of Your permitted use of the Software Product. Any such copy must include all copyright notices and any other proprietary legends present on the original Software Product. You may not sell, lease, license, rent or in other ways transfer any copy of the Software Product. If this Software Product contains Documentation that is provided only in electronic form or online, You may print one copy of such electronic Documentation for each license acquired to the Software Product. If this Software Product contains Documentation that is provided in printed form, You may make one copy of such printed Documentation for each license acquired to the Software Product.
b) modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise seek to reconstitute the source code of the Software Product, nor create derivative works from the Software Product.
c) sub-license, lease, outsource or rent the Software Product, or permit a third party to use the Software Product for its or anyone else's benefit. Nor may You use the Software Product as part of a facility management, timesharing, service provider or service bureau arrangement;
d) other than as expressly permitted under this Agreement, including but not limited to section 3, distribute in whole or part, modify, or create derivatives of, the Software Product or distribute applications created with the Software Product;
e) directly or indirectly, export, re-export, download, or ship the Software Product in violation of the laws and regulations of the U.S.A. or the applicable jurisdiction in which You use or are downloading the Software Product;
f) use the Software Product for commercial time sharing, outsourcing environment, rental, or service bureau use or as an application service provider;
g) use any portion of the Software Product as a component or a base for products or services prepared for commercial sale, sublicense, lease, access, or distribution outside Your organization;
h) monitor non-Schneider Electric Uninterruptible Power Supplies using PowerChute(r);
i) run more than one identical copy simultaneously. Each virtual machine (“VM”) instance must have its own MAC address and be licensed separately;
j) continue to run a previously installed license on a physical server if this license has been migrated to a VM instance; and
k) provide the VM with hardware resources that are not within the range of published minimum and maximum specifications.
Should You not fully comply with the above provisions, You shall bear any and all consequences, including any damages whatsoever, resulting there from.
The use of the Software Product is intended only for use with a content owned by the You, a public domain content or a properly licensed content. You may require a patent, copyright, or other license from a third party to create, copy, download, record or save content files for use with the Software Product or to serve or distribute such files to be used with the Software Product. You agree that You shall only use the Software Product in a manner that complies with all applicable laws in the jurisdictions in which You use or are downloading the Software Product, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. You may not use the Software Product in an attempt to, or in conjunction with any device, program or service designed to, circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
You may use the Software Product in one of the following ways, whichever is applicable to the Software Product:
(a) If delivered as software included with any other Schneider Electric product such as an Uninterruptible Power Supply, Power Distribution Unit, Computer Room Air Conditioner, Environmental Monitoring Unit, or such similar device, the software may be installed and used on one or more computers, provided the Schneider Electric product is installed in association with those computers and represents supporting infrastructure in relation to those computers (i.e. the Schneider Electric product is providing power, cooling, environmental monitoring, etc. to support those computers), or in order to enable one or more computers to remotely manage the Schneider Electric hardware products.
(b)If delivered as pre-installed software on a physical server (i.e. "server appliance"), smart phone, or as a virtual appliance, the Software Product may be used on that server and may be accessed remotely from other computers.
(c) If delivered as firmware on an embedded network management card, the Software Product may be used on that network management card and can be accessed remotely from other computers.
(d) In some cases, some additional software may be delivered with the Software Product, but in a disabled form, and may require the purchase of a separate license key to be activated. Such additional software is then licensed for use under the terms of this Agreement only if a license key is purchased and subsequently used to activate the additional software.
3. DESCRIPTION OF OTHER RIGHTS
3.1 Not for Resale Software. If the Software Product is labelled “Not For Resale” on the media itself, About Box, Purchase Order or Documentation, then, notwithstanding other sections of this EULA, Your use of the Software Product is limited to use for demonstration, test or evaluation purposes and You may not sell, sub-license, loan or otherwise transfer, said Software Product.
3.2 Authorized Applications. For the purpose of this EULA, ‘Authorized Applications’ shall mean those applications that You create, develop or generate by using the Software Product (including its programming tool if any) or by loading in such applications, with or without modification, a library of the Software Product, provided that You have validly licensed said Software Product from Schneider Electric or its authorized resellers. Authorized Applications include, without this being limitative, applicable runtime engines for the Software Product and applicable driver interface that You may provide to Your own customers as part of or together with Your Authorized Applications.
Notwithstanding the foregoing, any application created with the Software Product acquired under a Field-Test license (as defined in this EULA) or for demonstration, test or evaluation purposes, is not an Authorized Application.
As an express deviation to the rights granted to You under a Single User License or a Multiple User License under this EULA, You are authorized to download on a dongle key the Software Product You have previously activated in Your own premises for the purpose of going to and using the Software Product at Your own customers’ premises provided You can evidence that no other mean is reasonably available to You to perform the installation or commissioning of Your Authorized Application at the premises of Your own customers.
You may distribute or otherwise make available Authorized Applications provided You comply with each of the requirements set forth below:
(i) You include Your own valid copyright notice on Your Authorized Applications; and
(ii) You do not remove or obscure any notice of copyright, trademark, patent or other industrial or intellectual property rights that appear on the Software Product as delivered to You or as may appear concerning the Software Product in the Authorized Application's About Box and in any applicable printed Documentation distributed with each copy of Your Authorized Applications; and
(iii) You do not use Schneider Electric’s name, logo or trademarks to market or identify Your Authorized Applications unless You are party to a separate agreement with Schneider Electric giving You such rights or Schneider Electric has given You its express prior written consent to do so;
(iv) You indemnify, hold harmless, and defend Schneider Electric from and against any claims whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise, including, without limitation, damages for loss of business, loss of profits, business interruption, lawsuits, including attorneys' fees, loss of data, or for any other pecuniary or non pecuniary loss or damage that arise or result from the use or distribution of Your Authorized Applications, provided however that Your contractual obligation of indemnification shall not extend to the percentage of the claimant’s damages or injuries or the settlement amount attributable to Schneider Electric’s fault or to strict liability imposed upon Schneider Electric as a matter of law in any country (on either federal or state level, when applicable); the foregoing obligation of indemnification shall survive the expiry or termination of this EULA; and
(v) You do not permit further redistribution of the Software Product (including Your modifications thereto) by third parties except as part of Your Authorized Applications; and
(vi) You provide Your customer with Your own license agreement to grant the right to use Your Authorised Applications, said license agreement being substantially similar to, but no less restrictive in any way, than this EULA; and
(vii) You otherwise comply with the terms of this EULA.
3.3 Embedding or integrating the Software Product. You may embed or otherwise integrate the Software Product within Your own product or a third party product, provided that:
(i) You have validly licensed the Software Product from Schneider Electric or its authorized resellers, and
(ii) You perform such embedding or integration in a manner that complies with the Software Documentation to the extent said documentation contains any instructions or recommendations in relation therewith, and
(iii) You comply - with respect to Your own products and said third party products - with each of the same requirements as set forth hereinabove concerning Authorized Applications; said foregoing requirements shall apply mutatis mutandis to any of Your own products or third party products within which You embed or otherwise integrate the Software Product, and any reference made to the term ‘Authorized Application’ in the foregoing provision shall be deemed for the purpose of this present section to be a reference to Your own products or third party products embedding or otherwise integrating the Software Product.
(iv) You provide Your customer with Your own license agreement to grant the right to use Your own products or the third party products within which You embed or otherwise integrate the Software Product, said license agreement being substantially similar to, but no less restrictive in any way, than this EULA.
(v) You indemnify, hold harmless, and defend Schneider Electric from and against any claims whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise, including, without limitation, damages for loss of business, loss of profits, business interruption, lawsuits, including attorneys' fees, loss of data, or for any other pecuniary or non pecuniary loss or damage that arise or result from You embedding the Software Product or otherwise integrate the Software Product within Your own product or a third party product, provided however that Your contractual obligation of indemnification shall not extend to the percentage of the claimant’s damages or injuries or the settlement amount attributable to Schneider Electric’s fault or to strict liability imposed upon Schneider Electric as a matter of law in any country (on either federal or state level, when applicable); the foregoing obligation of indemnification shall survive the expiry or termination of this EULA; and
(vi) You otherwise comply with the terms of this EULA.
4. INSTALLATION, MAINTENANCE AND SUPPORT SERVICES
You shall be responsible for the proper installation of the Software Product as per the terms of its Documentation and You shall bear all expenses and costs in connection therewith. Schneider Electric provides no maintenance or support services in connection with the Software Product, other than those which may be defined by way of separate agreement.
5. UPDATE POLICY
5.1 If Schneider Electric creates updated versions of the Software Product, it will not be obliged to supply those updates to You, unless You have a valid maintenance agreement with Schneider Electric or its authorised reseller, unless otherwise agreed upon between the parties.
5.2 If You are entitled to receive updated versions of the Software Product, the license terms of that updated version are the terms of this EULA as such terms may have evolved at the time of supply of any updated version.
5.3 A reference to the Software Product in this EULA will be deemed to include a reference to any updated version of the Software Product provided to You by Schneider Electric or its authorised reseller.
5.4 If You are entitled to a Software Product update, You are encouraged to upgrade so as to take advantages of new features, enhancements or bug fixes, in order for the Software to function in accordance with section 9.1.
6. LICENSE KEY
6.1 You acknowledge that, if the Software Product is protected by a lock, the Software Product cannot be used except in conjunction with a valid software key code or a hardware key (the ‘License Key’) provided to You or to another person on Your behalf by or on behalf of Schneider Electric or its authorised reseller.
6.2 You agree that such License Key is to be used solely with the Software Product for which it is provided. While Schneider Electric may, in its sole discretion, provide You with the License Key prior to receipt from You of the applicable license fees (if any), You will remain obligated to pay such fees to Schneider Electric.
6.3 Any and all risk in the media on which the Software Product and License Key are provided passes to You upon delivery. In the event that the Software Product or License Key is lost, stolen or destroyed after delivery, Schneider Electric will not be required to replace the Software Product or License Key.
6.4 In the event of a lost, stolen or destroyed License Key, and if Schneider Electric agrees to replace the License Key, prior to Schneider Electric providing a replacement License Key to You, You must:
(i) provide a statutory declaration signed by You to Schneider Electric that confirms You have permanently lost or destroyed the Software Product or License Key that is to be replaced and that You have not retained the Software Product or License Key in any form nor included it with any other software or system owned, operated or controlled by You; and
(ii) comply with any other direction of Schneider Electric related to the replacement.
6.5 If the License Key is faulty, and provided that such fault is attributable to an act or omission by Schneider Electric, Schneider Electric will replace the License Key if the faulty License Key is returned within the warranty period specified by Schneider Electric. Subject to section 9 “Warranties” below, if the faulty License Key is not returned within said warranty period, Schneider Electric will replace the License Key upon payment by You of an administration fee to be advised by Schneider Electric at the time.
6.6 When applicable as per section 1 above, the License Key might be rendered unusable (with or without prior warning) upon expiry of the trial period or of the limited period of time for which the license was granted to You.
The Software Product, as well as all rights, title, interest, technology and know-how, whether patented or not, embodied in the Software Product, as well as all industrial and/or intellectual property rights attached to the Software Product, including but not limited to copyright, shall remain the sole property of Schneider Electric, to the exclusion of any third-party software embedded in the Software Product or otherwise provided to You with the Software Product.
Nothing in this EULA shall be deemed to convey to You any of Schneider Electric’s proprietary rights in the Software Product; all rights not specifically granted in this EULA are reserved by Schneider Electric. Schneider Electric does not sell the Software Product to You but only grants You the license rights defined in this EULA.
All industrial and/or intellectual property rights pertaining to any third-party software embedded in the Software Product or otherwise provided to You with the Software Product shall remain vested in the relevant third-party and there will be no deemed or implied transfer of ownership to You of such third-party proprietary rights.
Should You become aware of any infringement to the proprietary rights of Schneider Electric on the Software Product, You shall immediately inform Schneider Electric of such infringement and provide all relevant information required by Schneider Electric to defend its interests.
Schneider Electric and other trademarks contained in the Software Product are registered trademarks of the Schneider Electric group. Except as otherwise expressly prescribed by statute, You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software Product. This EULA does not authorise You to use any names or trademarks of Schneider Electric or its authorised resellers.
9.1 Schneider Electric warrants that for a period of ninety (90) days from the date of its delivery to You by Schneider Electric or its authorised reseller (or any other warranty period depending upon the Software Product’s reference and its related description available from Schneider Electric website), (i) the Software Product will perform substantially in accordance with its Documentation, and (ii) the medium on which the Software Product is provided to You (if provided under a tangible form) and the License Key (if any) will be free from defects in materials and workmanship.
Schneider Electric’s sole obligation and Your sole remedy with respect to the foregoing limited warranty shall be, at Schneider Electric's option, to either return the fees paid (if any) for the Software Product, or to fix the defect or non-compliance or to replace the defective Software Product, the medium or the License Key without charge to You, provided that (i) You give notice of the defect to Schneider Electric or its authorised reseller within the above mentioned warranty period, and (ii) the defect does not fall under the exclusions set under section 9.2 below.
9.2 Schneider Electric’s warranty shall be excluded if the Software Product, its medium or License Key has been altered or fails to perform in any way, as the result of any accident, abuse, omission or abnormal use such as for instance but not limited to the use of the Software Product with third party products (hardware, software, firmware or operating system) which are not intended by Schneider Electric for use with the Software Product, or the utilization of an improper hardware or software key (if applicable) with the Software Product, or the unauthorized maintenance of the Software Product.
Any replacement Software Product, media or License Key supplied to You pursuant to section 9.1 hereinabove will be warranted for the remainder of the original ninety (90) warranty period or thirty (30) days, whichever is longer. Laws of some countries (either on federal or state level) do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to You. In such event, such warranties are limited to the minimum warranty period legally allowed in said countries.
9.3 To the full extent permitted by law (on both federal and state level, when applicable) applicable in any country where You will install, copy, run or otherwise use the Software Product, Schneider Electric makes no other warranty than those contained in this section 9 and expressly disclaims all other warranties or representations, either express or implied, as to the Software Product, its updates and its Documentation, including without limitation any warranties of fitness for any particular purpose, merchantability, non-infringement, title or sample. Further, while Schneider Electric has taken reasonable steps to ensure the accuracy of the information contained in or shown by the Software Product and its Documentation, Schneider Electric makes no warranty or representation of any kind, whether express or implied, as to whether the Software Product or any information contained in or shown by the Software Product and its Documentation will meet Your requirements, expectations or purposes or the operation of the Software Product will be uninterrupted or error-free or that the Software Product will be protected against all possible security threats, internet threats or other threats or interruptions.
9.4 No oral or written information, statement, opinion or advice allegedly given by Schneider Electric, its authorized resellers, agents or employees, or anyone else on its behalf, shall create any liability or in any way extend or vary the scope of the warranties expressed in this EULA.
9.5 The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Product could lead directly to death, personal injury, or severe physical or environmental damage. Accordingly, Schneider Electric and its suppliers specifically disclaim any express or implied warranty of fitness for such hazardous, high-risk, or life-threatening activities. You agree to indemnify and hold harmless Schneider Electric from any third-party claim arising out of Your use of the Software Product in connection with any hazardous, high-risk, or life-threatening activities.
You expressly acknowledge and accept that use of the Software Product is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You as licensee. To the maximum extent permitted by applicable law, the Software Product is provided “as is”, with all faults and without warranty of any kind not contained in section 9.
In no event shall Schneider Electric be liable for any indirect, intangible, incidental, punitive or consequential damages, loss, expense or cause of action, whether based on contract, warranty, tort (including negligence), strict liability, statute or otherwise, including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data or for any other pecuniary or non pecuniary loss or damage, arising out of or in connection with the use, inability to use or misuse of the Software Product, even if Schneider Electric has been advised of the possibility of such damages.
Schneider Electric’s aggregate liability under this EULA shall in no case exceed the total amount paid by You to acquire the Software Product which caused the damage and/or, as the case may be, to be granted the license to use the same.
You shall indemnify and hold Schneider Electric harmless from any and all claims, damages, demands or proceedings (including attorney’s fees) brought against Schneider Electric, including those brought by any third party, arising out of or in connection with the use, inability to use or misuse of the Software Product by You, and whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise.
The license granted under this EULA does not cover any modification, update, translation or adaptation, whether authorized or not, that might have been made to the Software Product by any person other than Schneider Electric where the Software Product is supplied along with a third party product. Such modifications shall be governed by the terms of license issued by such third party. Schneider Electric shall in no case be liable, whether in contract, warranty, tort (including negligence), strict liability, statute or otherwise, for damages or consequences arising out of or in connection with said modification, update, translation or adaptation and makes no representation or warranty in connection therewith.
Notwithstanding any other term of this EULA, Schneider Electric's liability arising out of this EULA is reduced proportionally to the extent to which the act or omission of You or any other person (other than Schneider Electric, its authorised resellers or their respective employees, agents or subcontractors) contributed to the loss or damage incurred.
In case the Software Product is intended as per its Documentation to be used for the purpose of collecting, storing and/or processing data such as but not limited to personal individual information, it is Your sole and full responsibility when making such use of the Software that You comply with any applicable data protection laws and regulations. In no event shall Schneider Electric be held liable for Your use of the data collected, stored or processed by the Software or Your non compliance with any applicable data protection laws and regulations and You shall indemnify and hold Schneider Electric harmless from any and all claims, damages, demands or proceedings (including attorney’s fees) brought against Schneider Electric, including those brought by any third party, arising out of or in connection with any breach by You of any such laws or regulations.
The above limitations or exclusions of liability shall apply only to the extent permitted by law applicable in any country (on either federal or state level, when applicable) where You will install, copy, run or otherwise use the Software Product.
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights which, as the case may be, will benefit You under any mandatory or public order laws or regulation applicable in any such country (on either federal or state level, when applicable).
11. THIRD PARTY SOFTWARE
The Software Product may embed or be provided to You with third-party software(s), in unmodified or modified forms.
By accepting this EULA, You are also accepting the terms and conditions of the software licenses from any third-party owning the intellectual property rights on said third-party software(s), and any use You will do of any such third-party software(s) being part of the Software Product is subject to the terms of those third-party licenses.
Further, the Software Product may contain code, including third party code, for which Schneider Electric is required to provide attribution. Some of this code may be released under alternative license terms. Such code is not licensed under this EULA and shall be subject only to the alternative license which shall constitute the sole license for such code and shall govern the relation between You and the alternative licensor. This EULA does not alter any rights or obligations You may have under these alternative licenses. Schneider Electric provides no warranty what so ever in relation to code subject to such alternative licenses.
Schneider Electric cannot and does not grant to You any license to any third party’s intellectual property rights held by a third party in respect of which You may need to hold a license in order to be able lawfully to use the Software Product for the purposes contemplated by You, including so as to be able lawfully to use the Software Product in such specific process, set-up or other context and in such specific combination with other software or devices as may be intended by You. You must at Your own expense acquire and maintain any such licenses from such third parties, and Schneider Electric cannot be held liable if a third party raises a claim for infringement of such third party's patent rights or other intellectual property rights. If You do not acquire and maintain such third party licenses as mentioned and if this somehow results in a third party raising a claim against Schneider Electric, You shall indemnify Schneider Electric against any such third party claim whereby the specific limitations of Schneider Electric’s warranty and liability defined in Section 9 and Section 10 of this EULA shall apply.
Further to the above, in relation to parts of the Software Product that are subject to alternative licenses, Schneider Electric's liability shall be further limited in accordance with the terms and conditions of such alternative license and Schneider Electric will in no event be subject to a wider or more substantial liability than what is evident from such alternative licenses.
In case the Software Product includes access to a software development kit (“SDK”) which allows the development of any interface between third-party software(s) and the Software Product, Schneider Electric shall not be responsible for any development performed by You through the use of SDK, as well as Schneider Electric shall have no responsibility to provide You any support in relation thereto and shall not be liable for Your use of SDK or any damages it may cause to You or any third-party.
If Your use of SDK somehow results in a third party raising a claim against Schneider Electric, You shall indemnify Schneider Electric against any such third party claim whereby the specific limitations of Schneider Electric’s warranty and liability defined in Section 9 and Section 10 of this EULA shall apply.
You agree to make all applicable records available for review by Schneider Electric during Your normal business hours so as to permit Schneider Electric (upon reasonable written notice to You) to verify Your compliance with the terms and conditions of this EULA. Further, You agree that upon the request of Schneider Electric or Schneider Electric's authorized representative, You will promptly document and certify in writing to Schneider Electric that Your and Your employees' use of the Software Product complies with the terms and conditions of this EULA.
Schneider Electric may (upon reasonable written notice) inspect Your use of the Software Product during Your normal business hours to ensure Your compliance with this EULA. If the results of any such review or inspection indicate Your unlicensed or non-compliant use of the Software Product or the underpayment by You of applicable fees (if any) contractually due and payable to Schneider Electric, You shall: (i) immediately pay sufficient fees to cover Your use of the Software Product, or such amounts of fees remaining due to Schneider Electric and (ii) reimburse Schneider Electric for the cost of such review or inspection.
13. EXPORT CONTROL
The export of products, software, technology or information may be subject to control or restriction by applicable laws or regulations on the control of export, notably the United States Export Administration Act and the regulations there under, and the European Union Regulation 428/2009 applicable to dual use and cryptographic products and technologies. You are solely responsible for determining the existence and application of any such law or regulation to any proposed export of the Software Product by You or Your representatives and for performing any declaration or obtaining any required authorisation in relation therewith. You agree not to export the Software Product from any country in violation of any applicable legal or regulatory obligations or restrictions on that export. In the event the aforementioned legal or regulatory obligations or restrictions are violated by You or any of Your representatives in relation with the export of the Software Product, You shall indemnify and hold Schneider Electric and its authorized resellers harmless from any claims and compensate the same against any damages which any third party (including but not limited to governmental and/or international authorities and/or organizations) will claim against Schneider Electric and/or its authorized resellers as the result of any such violation by You or Your representative(s).
Your rights or obligations under this EULA may not be sold, sub-licensed, rented, assigned, delegated, transferred or otherwise conveyed by You or Your representatives without Schneider Electric’s prior express written consent. Licensor may assign this license to any company within the Schneider Electric Group of companies or to any company it may acquire control of or merge with.
15. DURATION AND TERMINATION
15.1 The license right granted to You under this EULA shall come into effect as of the date of Your acceptance of the terms hereof and shall remain effective unless such license right expires or terminates when (i) such license right was granted to You for a limited period of time in accordance with section 2 and such limited time period expires, or (ii) such license right was granted to You under a trial period in accordance with section 2 and You do not further activate it upon expiry of said trial period as per section 2, or (iii) this EULA is terminated by either Schneider Electric or You with immediate effect if, respectively, You or Schneider Electric fail to comply with any of its obligations under this EULA.
15.2 Upon expiration or termination of the license right granted to You hereunder, You undertake to immediately discontinue use of the Software Product and You must (i) if the Software Product has been provided to You as a physical copy, return the Software Product and related copies and data, including without limitation those stored on Your computer hard disks or servers, including all accompanying printed materials along with their containers to the place from which You obtained the Software Product, and (ii) if the Software Product has been provided to You as a download, delete or expunge the Software Product, inclusive all related files and any other electronic material, from Your computer, hard disks, servers or other device containing it.
15.3 Termination of the license granted to You hereunder does not affect any rights or remedies which may have accrued before said termination to the benefit of Schneider Electric under this EULA, at law or otherwise.
16.1 The Software Product, including the documentation, the terms and pricing under this Agreement, and any other information that may be marked as confidential is the confidential and proprietary information of Schneider Electric (“Confidential Information”). You will hold the Confidential Information in strict confidence during the term of this Agreement and for a period of five (5) years thereafter. You will take reasonable steps to ensure that Your employees and agents also comply with the confidentiality obligations of this Section. You acknowledge that confidential aspects of the Software Product (including but not limited to any source code) are trade secrets of Schneider Electric, the disclosure of which would cause substantial harm to Schneider Electric that could not be remedied by the payment of damages alone. Accordingly, Schneider Electric will be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this Section.
16.2 You understand and agree that Schneider Electric may use technical information that You provide while receiving technical/customer support services and that the Software Product may collect and use technical data and related information. Schneider Electric may use such information for its own business purposes, including product support and development, but agrees not to use such information in any form that might identify You.
17.1 This EULA, including its Schedule, constitutes the entire agreement between You and Schneider Electric in relation to Your right to use the Software Product and replaces any previous agreement or understanding, whether oral, electronic or written, in relation with the same subject matter.
Documentation forms an integral part of the license granted under this EULA. In case of a discrepancy between the terms of this EULA and the provisions of the Documentation, the terms of this EULA shall prevail.
Should they differ, the terms of the printed version of this EULA, which may be supplied with the Software Product package, shall prevail over those that may be read on a computer screen.
17.2 Any change to the terms of this EULA shall only be valid and applicable to You if made in writing and signed by the respective authorized officer of each of Schneider Electric and You.
17.3 Should any of the provisions of this EULA be held invalid, illegal or unenforceable by a competent jurisdiction, You and Schneider Electric shall take all reasonable steps in order to modify such provision to render it valid and enforceable, bearing in mind their original intentions, and such provision as modified shall be fully enforced by You and Schneider Electric; all other provisions shall remain valid and unaffected by such declared invalidity, illegality or non-enforceability.
17.4 No failure or delay on the part of either You or Schneider Electric in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
17.5 Headings in this EULA are just for ease of reference and will not affect its interpretation.
17.6 Words expressed in the singular include the plural and vice versa.
17.7 Section 7, 8, 9, 10, 11, 12, 13 and 16 of this EULA shall survive termination of this EULA or expiration of the license right granted to You under this EULA in accordance with section 15.1. Furthermore, provisions that by their nature are intended to survive termination or expiration of this EULA and the license right granted to You hereunder, shall survive such termination or expiration.
18. APPLICABLE LAW & DISPUTES
This EULA shall be exclusively governed by the laws of the country (on both federal and state level, when applicable) where Licensor has its registered office or principal place of business, to the exclusion of said country’s conflict of law rules.
For specific jurisdictions, as stated in the appendices to this EULA, different regulations/terms may apply. All the terms of this EULA that are not amended by the terms and conditions defined in said appendices, shall apply between Schneider Electric and You in such jurisdictions.
Any dispute between You and Schneider Electric arising out of or in connection with this EULA and/or the Software Product, whether based on contract, warranty, tort (including negligence), strict liability, statute or otherwise, which cannot be amicably settled, shall in all cases be finally settled according to the law governing this EULA as defined above, by the courts having jurisdiction in the city where Licensor has its registered office or principal place of business, to the exclusion of any other jurisdiction whatsoever, including in case of plurality of defendants, injunction-like or emergency proceedings and appeal in warranty.
You acknowledge and accept that Schneider Electric will be irreparably damaged (and damages at law may be an inadequate remedy) if You breach any provision of this EULA and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by You of this EULA, Schneider Electric shall be entitled, in addition to all other rights or remedies, to (a) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond; or (b) a decree for specific performance of the applicable provision of this Agreement; or (c) both to the extent permitted by applicable law in the country where Licensor has its registered office or principal place of business and/or, as relevant in the context, where You will install, copy, run or otherwise use the Software Product, on either federal or state level when applicable.
SCHEDULE 1 TO END-USER LICENSE AGREEMENT
SPECIFIC REGULATION IN VARIOUS JURISDICTIONS
In complement to what is stated in Section 2, a) – e) above:
The Software Product is a “Commercial Item(s),” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 222.7202-1 through § 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this EULA. Manufacturer is Schneider Electric.
SCHEDULE 2 TO END-USER LICENSE AGREEMENT
SPECIFIC TYPES OF LICENSE
Specific other use rights may be granted to You depending upon the type of license You have acquired.
Educational license. If You wish to acquire the Software Product for educational purpose only, please contact Schneider Electric’s organization or its authorized reseller serving Your country. In case the Software Product is identified as academic or educational software, You must be a qualified educational user to be entitled to use said Software Product; if You are not a qualified educational user, You have no rights under this EULA with respect to said academic or educational software. To determine whether You are a qualified educational user, please contact Schneider Electric’s organization or its authorized reseller serving Your country. Once licensed to use said academic or educational Software Product, You may not sell or transfer any such Software Product or sub-license Your license right to use the same to anyone except to another person who is qualified by Schneider Electric as a qualified educational user.
As used in this section of EULA, the term ‘person’ shall be broadly interpreted to include without limitation any individual, any corporation, company or other legal entity.
License for Field-Test. If You have acquired a license for field-test purposes, You acknowledge and agree that the Software Product licensed to You under a field-test license is a pre-release software only. As such, said Software Product may not be fully functional and You assume the entire risk as to the results and performance of the Software Product. You may install and use the Software Product licensed to You under a field-test license on computers in Your workplace only for the purpose of testing said Software Product before it is commercialized by Schneider Electric and potentially identifying any errors, bugs or defects in said Software Product. You also agree to use reasonable efforts to provide feedback to Schneider Electric regarding Your use of the Software Product, including a prompt report to Schneider Electric of errors, bugs or defects that You might find. Therefore, notwithstanding anything in this EULA to the contrary, You may not distribute or transfer any applications You create with the Software Product licensed to You under a field-test license. Schneider Electric will not update the Software Product licensed to You under a field-test license, nor provide support in relation thereto. The Software Product licensed to You under a field-test license may contain code that will, after a certain time period, deactivate the Software Product and render it unusable. Although said Software Product will attempt to warn You of the time frame in which it will be disabled, You acknowledge and agree that said Software Product may be deactivated or rendered unusable with or without warning. Upon such deactivation, this EULA will be considered terminated. Prior to deactivation of the Software Product, You may contact Schneider Electric to convert Your field-test license on the Software Product to a standard license governed by this EULA on the final release of said Software Product if and when available from Schneider Electric by paying to Schneider Electric the applicable license fee (if any) and obtaining from Schneider Electric the relevant activation code(s).
You may not acquire a Corporate License unless You are a company or a corporation.
If You acquire a Corporate License from Schneider Electric, the media on which the Software Product is provided to You shall be configured so that it can only be used to operate the Software Product under a Corporate License; said media shall expressly mention the name of Your company, corporation or Group of Companies as being the licensee of a Corporate License on said Software Product.
The media containing the Software Product shall be provided to You separately from the license file necessary to activate said Software Product; said license file shall be configured so that it can only activate said Software Product under a Corporate License.
If and when acquiring a Corporate License, You acquire a concurrent use license under the following limits:
- You may install the Software Product for use by Authorized Users from and to the Sites only; - Any use of a Software Product licensed to You under a Corporate License is strictly prohibited by any person who or which is not an Authorized User, and from or to a location which does not qualify as a Site as defined hereunder.
If and when acquiring a Corporate License, it is agreed as an express deviation to section 2 a) of this EULA, that:
You acquire the right to copy or reproduce the Software Product including the right to duplicate the media on which the Software Product is provided to You and the related license file; and
You acquire the right to permit the use of the Software Product by any company or corporation which is part of Your Group of Companies (as defined hereunder),
in both cases, for the sole and restricted purpose of exercising the concurrent use license right granted to You under said Corporate License within the limits set forth hereinabove.
This Schedule forms an integral part of this EULA, and all terms and conditions of this EULA which are not expressly deviated under this Schedule, shall apply to You in accordance with the foregoing in addition to the terms and conditions set forth in this Schedule.
As used herein and for the purposes of Corporate Licenses only, the following terms shall have the following meaning:
the term ‘Group of Companies’ means any company or corporation:
a) in which You directly or indirectly own or control the voting rights attached to more than 50% of the issued ordinary share capital, or (ii) control directly or indirectly the appointment of a majority of directors (or equivalent) of its board of directors (or equivalent body); or
b) which directly or indirectly (i) owns or controls the voting rights attached to more than 50% of Your issued ordinary share capital, or (ii) controls the appointment of a majority of directors (or equivalent) of Your board of directors (or equivalent body); or
c) which is directly or indirectly owned or controlled by the same company or corporation as You in accordance with sub-case b) above.
the term ‘Authorized Users’ means any end-users at the Sites who use the Software Product;
the term ‘Sites’ means Your facility to which Schneider Electric initially supplied the Software Product as well as all of Your facilities and the facilities of Your Group of Companies, irrespective whether said facilities are located within the same country or several countries.
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