SOFTWARE LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN the Entity purchasing the subscription (“YOU” OR “YOUR”) AND ODVA, INC. (“ODVA”). ODVA IS WILLING TO LICENSE TO YOU THE SOFTWARE FOR WHICH YOU HAVE PURCHASED A SUBSCRIPTION AND RELATED DOCUMENTATION (THE “SOFTWARE”) UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (THE “AGREEMENT”). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING THE SUBSCRIPTION ORDER FORM (THE “ORDER FORM”). YOUR SUBMISSION OF THE ORDER FORM WILL INDICATE YOUR ASSENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN DO NOT SUBMIT THE ORDER FORM. IN ADDITION, BY SUBMITTING THIS ORDER FORM YOU ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT GRANT YOU ANY RIGHTS OR LICENSES TO MAKE, USE OR SELL PRODUCTS BASED ON THE SPECIFICATIONS. YOU MAY ACQUIRE SUCH RIGHTS BY ENTERING INTO A TERMS OF USAGE AGREEMENT WITH ODVA.
- Subject to the terms and conditions in this Agreement, during the subscription term set forth in the Order Form, ODVA grants to You a perpetual, nonexclusive, nontransferable limited license to install and use the Software solely for Your internal business purposes and subject to the limitations in this Agreement. This license to use the Software is conditioned upon Your compliance with the terms of this Agreement.
Single User Subscriptions. If You have purchased a user subscription (as indicated in the Order Form), then the Software shall only be accessed and used by one named user per subscription license purchased, which user must be either Your employee or Your independent contractor (i.e., an individual who is an independent contractor performing functions for You that are customarily performed by Your employees); (an “Employee”). Upon the termination of an Employee who is Your designated named user, You may transfer the right of access from the such terminated Employee to another Employee. To transfer the right of access, Your subscription must be valid and You must contact ODVA with the name and email of the new Employee user. Except as set forth in the last sentence of this paragraph, for each named user, You may install the Software on only one personal computer used by such named user. Except as set forth in the last sentence of this paragraph, a single user subscription does not include the right to install the Software on a central server or other device that would allow multiple persons to access and use the Software. Notwithstanding anything to the contrary in this paragraph, more than one copy of the Software may be installed on multiple physical or virtual devices for the sole purpose of using such copies to perform continuous integration testing and provided that You are the only person accessing and using the Software.
Enterprise Subscriptions. If You have purchased an enterprise subscription (as indicated in the Order Form), then the Software may be accessed by any number of Your Employees and installed on an unlimited number of computers owned or leased by You.
- You may not transfer the Software to another entity. You shall not modify, translate, reverse assemble or reverse compile in whole or in part the Software. You shall not rent, sell, time-share, lease, sublicense, transfer, copy, disclose, display or otherwise make available the Software or copies thereof to others, except as provided herein. You shall not use the Software, or any part thereof, to (i) make, have made, sell, have sold or use products based on the Software or (ii) provide testing services to any third party. Any breach of the above terms and conditions shall immediately terminate Your license under this Agreement. You hereby certify and agree that the Software will not be shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, nor will the Software be used for any purpose prohibited by the same. Any breach of the terms and conditions in this Section 2 shall immediately terminate Your license under this Agreement.
- You agree to pay any applicable subscription fees according to the terms that have been agreed upon between You and ODVA. Your failure to pay any such fees when due shall be considered a default under this License Agreement.
- This license is not a sale of the Software. Title, ownership rights, and intellectual property rights in and to the Software shall remain in ODVA. You agree to abide by the copyright laws and all other applicable laws of the United States and international treaties. You acknowledge that the Software in source code form remains a confidential trade secret of ODVA. Failure to comply with the above restrictions will result in automatic termination of this Agreement and will make available to ODVA other legal remedies.
- For a period of 3/4 of a year following the quarter in which You purchased Your license to the Software (e.g., quarter 1=January-March, quarter 2=April-June, etc;), ODVA will make available to You, without charge, any updates to the Software that ODVA makes generally available without charge to other users of the Software. Any updates to the Software shall be deemed to become part of the Software and shall be subject to the terms and conditions of this Agreement.
- Notwithstanding anything herein to the contrary, You acknowledge and agree that ODVA may terminate Your license to the Software if You have failed to comply with any of Your obligations under this Agreement. You may terminate the license granted in Section 1 of this Agreement at any time by destroying Your copy of the Software. In the event of termination of this Agreement for any reason, all the sections of this Agreement will survive except for Sections 1 and 5.
- THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES WHATSOEVER. NO WARRANTIES ARE MADE BY ODVA WITH RESPECT TO THE SOFTWARE (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), AND ODVA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ODVA BE LIABLE FOR ANY DIRECT OR INDIRECT SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, DEVELOPMENT EXPENSES, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL ODVA HAVE ANY LIABILITY FOR ANY DATA STORED OR PROCESSED WITH THIS SOFTWARE, INCLUDING THE COST OF RECOVERING ANY LOST DATA. IN ALL EVENTS, ODVA’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS THE REPLACEMENT OR REPAIR OF THE SOFTWARE OR A REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE.
- If the rights granted hereunder are acquired by or on behalf of the U.S. Government, then this provision applies. The SOFTWARE (a) was developed at private expense, is existing computer software and no part of it was developed with government funds, (b) is “restricted computer software” licensed in accordance with restricted rights provisions of Commercial Computer Software-Restricted Rights clause FAR 52.227-19 and its successors, (c) is unpublished and all rights are reserved under the copyrights laws of the United States. For units of the Department of Defense, the license for the SOFTWARE PRODUCT is subject to “Restricted Rights” as that term is defined in the DFAR 252.227-7014.
- The validity, construction and performance of this Agreement will be governed construed in accordance with the laws of the State of Michigan, without regard to conflicts of law provisions thereof.
- This Agreement sets forth the entire agreement between You and ODVA pertaining to the licensing of the Software and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect.
- The right to make, use, or sell product or system implementations based upon the Common Industrial Protocol (CIP) is granted only under separate license pursuant to a Terms of Usage Agreement or other agreement. The ODVA Terms of Usage Agreement is available, at standard charges, over the Internet at www.odva.org. NOTE: Because the technologies described in the CIP Networks Library may be applied in many diverse situations and in conjunction with products and systems from multiple vendors, the user and those responsible for specifying these technologies must determine for themselves their suitability for the intended use. The user should always verify interconnection requirements to and from other equipment, and confirm installation and maintenance requirements for the specific application.
In addition the following text is to appear at beginning and ending of the output file from the software for execution of conformance test software for the various network protocols.
RESULTS FOR PROTOCOL TEST SOFTWARE; SOFTWARE IS COPYRIGHT OF ODVA
© ODVA, Inc.