SCCR protection suite

Welcome to SCCR protection suite, a search tool for Eaton's component solutions

Eaton Corporation END-USER LICENSE AGREEMENT Revised: October 28, 2014 IMPORTANT, READ CAREFULLY. THIS END USER LICENSE AGREEMENT THE "AGREEMENT") IS A BINDING CONTRACT BETWEEN YOU, THE END-USER (THE "LICENSEE") AND EATON CORPORATION OR ONE OF ITS AFFILIATES ("EATON" OR "LICENSOR"). BY DOWNLOADING, INSTALLING OR USING THIS SOFTWARE PRODUCT, YOU, THE LICENSEE, ARE AGREEING TO BE BOUND BY THE TERMS, CONDITIONS, AND LIMITATIONS OF THIS AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWLOADING, INSTALLING OR USING THE SOFTWARE. ------------------------------------- 1.0 Definitions ------------------------------------- 1.1 Documentation. "Documentation" means the user guides and manuals for the installation and use of the Software, whether made available over the internet, provided in CD-ROM, hard copy, or other form. 1.2 Software. "Software" means the computer software programs for which Licensee is granted a license hereunder, the Documentation therefore and, to the extent available, Updates thereto. All computer programs are licensed hereunder in object code (machine-readable) form only except that certain software programs may include limited portions in source code (human-readable) form. 1.3 Update. "Update" means: (a) supplemental programs, if and when developed and distributed by Eaton, that may contain bug fixes or alternate program functions for the Software; and (b) a subsequent release of the Software, if and when developed by Eaton. An Update does not include any release, new version, option, or future product, which Eaton licenses separately. ------------------------------------- 2.0 Software License ------------------------------------- 2.1 Ownership. Eaton or its third party licensors retains all title, copyright and other proprietary rights in, and ownership of, the Software regardless of the media upon which the original or any copy may be recorded or fixed. 2.2 License Grant. Eaton grants to Licensee a limited, revocable, non-exclusive, non-assignable license to use the Software in conjunction with the operation of Eaton products to which the Software pertains or other products as described by Eaton in the Documentation. Licensee does not acquire any rights, express or implied, other than those expressly granted in this Agreement. 2.3 Restrictions. Licensee will not, nor will it permit others to, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software or any component thereof (including the Documentation), or create derivative works based on the Software (including the Documentation), except to the extent such foregoing restriction is prohibited by applicable law. Licensee will not use the Software except in conjunction with the operation of Eaton products to which the Software pertains or other products as described by Eaton in the Documentation. Copyright laws and international treaties protect the Software, including the Documentation. Unauthorized copying of the Software, the Documentation or any part thereof, is expressly prohibited. Subject to these restrictions, Licensee may make one (1) copy of the Software solely for backup or archival purposes, and may make one (1) copy of the Documentation for use by Licensee in connection with its authorized use of the Software. Licensee will number and account for all such copies. All titles, trademarks, and copyright and restricted rights notices included in the Software and Documentation will not be removed and must be reproduced in any copies. For avoidance of doubt, Seller does not grant Buyer a license to any of Seller's brands, logos, designs, trade dress, service marks, trademarks, domain names or trade names, in whole or in part. 2.4 Transfer and Assignment Restrictions. Licensee will not sell, assign, lease, sublicense, encumber, or otherwise transfer its interest in this Agreement or in the Software, or the Documentation in whole or in part, or allow any other person (except Licensee's bona fide employees and contractors) or entity, including any parent or subsidiary of Licensee or other subsidiary of Licensee's parent, to use the Software without the prior written consent of Eaton. Licensee may transfer the Software directly to a third party only in connection with the sale of the Eaton product in which it is installed, and only after the transferee has agreed in writing to be bound by the terms herein. In the event of such a sale, Licensee may not keep any copies of the Software or any portion thereof. 2.5 Verification. At Eaton's written request, not more frequently than annually, Licensee will furnish Eaton with a signed certification verifying that the Software is being used in accordance with the provisions of this Agreement. Eaton may audit Licensee's use of the Software. Any such audit will be conducted during regular business hours at Licensee's facilities and will not unreasonably interfere with Licensee's business activities. ------------------------------------- 3.0 Termination. ------------------------------------- 3.1 Termination. This Agreement and the license granted hereunder automatically terminates if Licensee breaches any provision of this Agreement. Eaton may terminate this license at any time with or without cause. 3.2 Effect of Termination. Immediately upon termination of this Agreement or the license granted hereunder, Licensee will cease using the Software, will delete the Software from its computers and will either return to Eaton or destroy the Software, Documentation, packaging and all copies thereof. If Licensee elects to destroy the Software, then Licensee will certify in writing to Eaton the destruction of the Software. Termination of this Agreement and return or destruction of the Software will not limit either party from pursuing other remedies available to it, including injunctive relief. The parties' rights and obligations under the following sections of this Agreement will survive termination of this Agreement: Article 1.0, Section 2.1, Section 2.3, Section 2.4, Section 2.5, Article 3.0, Article 4.0 and Article 5.0. ------------------------------------- 4.0 Infringement and Warranties ------------------------------------- 4.1 Infringement. If Licensee learns of a threat, demand, allegation, or indication that the Software infringes or misappropriates any third party intellectual property rights (including but not limited to any patent, copyright, trademark, trade dress, or trade secret) ("Intellectual Property Claim"), Licensee will notify Eaton promptly of such claim. Eaton may, in its sole discretion, elect to assume sole control of the defense and settlement of said Intellectual Property Claim and Licensee will provide reasonable information and assistance to Eaton for the defense of such claim. 4.2 Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ------------------------------------- 5.0 General Provisions. ------------------------------------- 5.1 Update Policy. Eaton may from time to time, but has no obligation to, create Updates of the Software or components thereof. 5.2 Liability Limitation. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT EATON, ITS AFFILIATES, AND OTHER LICENSORS, WILL NOT BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY LICENSEE OR ANY THIRD PARTY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY LICENSEE OR ANY THIRD PARTY. THESE LIMITATIONS ON EATON’S LIABILITY WILL APPLY WHETHER OR NOT EATON HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EATON, ITS AFFILIATES, AND OTHER LICENSORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. THIS SECTION 5.2 STATES EATON'S ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AND IS SUBJECT TO ALL LIMITATIONS STATED IN SECTION 4.2. 5.3 Notices. All notices required to be sent hereunder will be in writing and will be deemed to have been given when mailed by first class mail to the address shown below: LICENSE NOTICES EATON LEGAL DEPARTMENT Eaton Center 1000 Eaton Blvd. Cleveland, OH 44122-6058 (440) 523-5000 5.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 5.5 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Failure to enforce or delay in enforcing any provision of this Agreement will not constitute a waiver of any rights under any provisions of this Agreement. 5.6 Entire Agreement. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing specifically referencing this Agreement and signed by a duly authorized representative of each party. No other act, document, usage or custom will be deemed to amend or modify this Agreement. The Software, or portions thereof, may also be subject to additional paper or electronic license agreements. In such cases, the terms of this Agreement will be supplemental to those in the additional agreements, to the extent not inconsistent with the additional agreements. If a copy of this Agreement in a language other than English is included with the Software or Documentation, it is included for convenience and the English language version of this Agreement will control. 5.7 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained will be binding upon and inure to the benefit of the parties hereto and, to the extent expressly permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. 5.8 Export Restrictions. Licensee agrees to comply fully with all relevant export laws and regulations of the United States and all other countries in the world (the "Export Laws") to assure that neither the Software nor any direct product thereof are (I) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws. Without limiting the foregoing, Licensee will not export or re-export the Software: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services (see https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx), or to any national of any such country, wherever located, who intends to transmit or transport the Software back to such country; (ii) to any end user who Licensee knows or has reason to know will utilize the Software in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. 5.9 U.S. Government Restricted Rights. The Software is a "commercial item" 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, and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Software with only those rights set forth herein. Contractor/manufacturer is Eaton Corporation, 1000 Eaton Boulevard, Cleveland, Ohio 44122. 5.10 Third Party Intellectual Property Rights. The Software may contain components (including open source software components) that are owned by third parties ("Third Party Licensors") and are provided with, incorporated into, or embedded in, the Software pursuant to license arrangements between Eaton and such third parties. Third Party Licensor components in the Software are subject to the Third Party Licensors' license agreements. Licensee will not modify, delete, or obfuscate any copyright or other proprietary rights notices of Third Party Licensors contained in the Software. 5.11 Indemnity. Licensee shall defend, indemnify and hold Eaton and its officers, directors, employees, and agents harmless from and against all losses, damages, liabilities, claims, actions, and associated costs and expenses (including reasonable attorneys' fees and expenses) by reason of injury or death to any person or damage to any tangible or intangible property arising or resulting from the negligence or willful misconduct of the Licensee, its employees, contractors, or agents, in connection with Licensee's use of Software and Documentation. Licensee shall be responsible for any breach of this Agreement by its officers, directors, employees, contractors, or agents. Licensee shall defend, indemnify, and hold Eaton and its officers, directors, employees, and agents harmless from and against any and all losses, damages, liabilities, claims, actions, and associated costs and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with any breach of this Agreement. 5.12 Confidentiality. Licensee acknowledges that confidential aspects of the Software (including any proprietary source code) are a trade secret of Eaton, the disclosure of which would cause substantial harm to Eaton that could not be remedied by the payment of damages alone. Accordingly, Eaton will be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this Section 5.12. 5.13 Note on JAVA Support. The Software may contain support for programs written in JAVA. JAVA technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of JAVA technology could lead directly to death, personal injury, or severe physical or environmental damage. EATON DISCLAIMS ALL DAMAGES INCLUDING DIRECT, INDIRECT AND CONSEQUENTIAL DAMAGES RELATING TO THE FAILURE OF ANY SOFTWARE INCLUDING JAVA PROGRAMS AND/OR JAVA TECHNOLOGY. 5.14 Governing Law. This Agreement will be interpreted and enforced in accordance with the laws of the State of Ohio, U.S.A., without regard to choice of law principles. Licensee consents to the exclusive jurisdiction and venue of the courts of the State of Ohio for any action to enforce or construe the terms of this Agreement. Eaton Corporation EULA