END-USER SOFTWARE LICENSE AGREEMENT (“EUSLA”)
This Unifire AB End User License Agreement (“License”) describes the terms and conditions which apply to your use of Unifire software and related services and documentation (“Software”).
Please note that this License is a legally binding agreement between you and Unifire AB (“Unifire”), and by using this Software, you agree to be bound by this License. If you do not agree with the License, please discontinue using the Software.
Also note that this License is subject to revision by Unifire from time-to-time and that your continued use of the Software will be subject to any such terms and conditions revisions. Accordingly, please review the License periodically (which is available on Unifire’s website at http://www.Unifire.com/eula) to ensure that you are familiar with any revisions and that they are acceptable to you.
1. Grant of Limited License.
Subject to the terms and conditions of this License, Unifire hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, personal and limited license solely to use the Software on a single Unifire TARGA programmable logic controller (“PLC”).
2. Restrictions on Limited License.
Please note that this License does not authorize you to use the Software in any manner other than as expressly set forth in this License. You also specifically agree to not:
- use the Software or any Content for any commercial purpose;
- copy, decompile, reverse engineer, disassemble or otherwise deconstruct the Software, except to the extent expressly mandated by applicable law or authorized by Unifire’s prior written agreement;
- modify, rent, lease, loan, sublicense, distribute, transmit, share (over a network or otherwise) or create derivative works based upon, the Software, or assign or otherwise transfer your rights under this License, except pursuant to a Unifire Distribution License Agreement executed by Unifire; or
- disable, uninstall or otherwise impair the functionality of the Software, in whole or in part.
To ensure a consistent and high quality experience, Unifire may, from time to time, provide software updates and patches and you agree to follow Unifire’s instructions on updating such software and/or grant Unifire and its agents permission and access to perform updates. Unifire may choose not to support Software that does not contain all available updates, in which case Software functionality may be compromised. Unifire may, but is not required to provide you updates to the Software, and to the extent Unifire does provide updates to the Software, the updates and the updated Software will be subject to all the terms and conditions of this License, as revised from time-to-time, or any additional License accompanying the updates.
Title, ownership, rights, and intellectual property rights, including any patent rights, in and to the Software, will remain in Unifire. Unifire reserves all rights not expressly granted to you, including without limitation copyright and other intellectual property rights. Unifire’s licensors and suppliers are intended third party beneficiaries of this License and have the express right to rely upon and directly enforce its terms.
Unifire warrants to you that the Software will be uncorrupted when you receive it. If any portion of the Software is corrupted when you receive it, your exclusive remedy, and Unifire’s entire liability in contract, tort, or otherwise, will be to use commercially reasonable efforts to provide uncorrupted Software to you.
Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, UNIFIRE AND ITS PARTNERS, LICENSORS AND SUPPLIERS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. UNIFIRE AND ITS PARTNERS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. UNIFIRE AND ITS PARTNERS, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF UNIFIRE OR ITS PARTNERS, LICENSORS OR SUPPLIERS TO ANY THIRD PARTY.
6. Limitations of Liability.
Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNIFIRE AND ITS PARTNERS, LICENSORS AND SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF UNIFIRE OR ITS PARTNERS, LICENSORS AND/OR SUPPLIERS HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. UNIFIRE’S AND ITS PARTNERS’, LICENSORS’ AND SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE (REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SOFTWARE.
Your rights under this License will terminate automatically if you fail to comply with any of the terms and conditions of this License. No notice will be required from Unifire to effectuate such termination. Upon termination, you must destroy all copies of the Software.
8. Export Controls.
You are responsible for complying with all trade regulations and laws both foreign and domestic. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Libya, North Korea, Sudan, Syria or any other country in violation of the laws and administrative regulations of the United States, the European Union, or any other applicable jurisdiction; or (ii) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading, installing, or using the Software, you are agreeing to the foregoing and you are representing and warranting that (i) you are not located in, under the control of, acting on behalf of, or a national or resident of any such country or on any such list and (ii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by E.U. or U.S. export controls.
You agree to indemnify, defend and hold Unifire and its officers, directors and employees harmless from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that you have violated any term or condition of this License or have breached any representation made by you in connection with the grant of this License.
This License Agreement constitutes the complete and exclusive agreement between you and Unifire, and supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this License. Any rights not expressly granted in this License are reserved. If any provision of this License is held to be unenforceable for any reason, the provision will be reformed only to the extent necessary to make it enforceable, and the decision will not affect the enforceability of the remaining provisions. This License will be governed by the laws of the Kingdom of Sweden, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of courts sitting in Gothenburg, Sweden. You acknowledge that a violation of this License may cause irreparable harm to Unifire, and you agree that, in addition to any other remedies provided by law, Unifire will be entitled to seek injunctive relief against any such violation without having to post a bond.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE.
IF YOU HAVE ANY QUESTIONS OR CONCERNS CONTACT UNIFIRE AT http://unifire.com.