End Ur Licen Agreement (EULA)
COMPANIES OF THE SCHNEIDER ELECTRIC GROUP
SOFTWARE PACKAGE
UNDER LICENSE AGREEMENT
IMPORTANT - READ BEFORE USING
This Software Licen Agreement was last updated on 2-Nov-2009.
1. Subject matter of the Agreement
The prent Agreement is concluded between yourlf, the recipient company of the software package pertaining to the Vijeo Designer software (the “Licene”), and the Schneider Electric Group company listed on the web site Schneider Electric Local Operations for the country where your company has issued its order for this software package or where Licene has received such software package when supplied along with a third party product (the “Licensor”). The prent Agreement has for subject matter to define the terms and conditions of u of the computer software, information and printed doc
umentation found with the software package, to the exclusion of all other terms bearing on a similar subject matter which may appear on Licene’s order.
2. Licen
pouchSubject to the terms of this Agreement, Licensor grants Licene a non-exclusive, non-transferable, limited licen to directly u the object code of the computer program named Vijeo Designer, and any updates, (the “Software”), along with the accompanying instructions, specifications and documentation found with the software package (the “Documentation”), only for the specific purpos stated herein
and/or in the Documentation and for the system configuration defined therein (the “Licen”).
The Licen is granted only for the specific purpos of programming and operating HMI brand name HMI STO/STU, XBTGT/GK/GH, XBTGTW, Smart, Compact, Flex iPC & PC BOX unit. Licene undertakes to comply with the instructions for u of the Software contained herein and in any furnished Documentation.
The Licen is limited to u by employees of Licene during the cour of their employment with
Licene in the country where Licene’s order is issued or where Licene has received such software package when supplied along with a third party product.
3. Acceptance
Licene is deemed to have accepted the terms of this Agreement by loading the Software into any computer, by installing the Software on any computer, by registering the Licen, or by
copying or using the Software or Documentation. Should Licene not connt to the terms of this Agreement within 90 calendar days from receipt of the Software or Documentation, Licene shall not u the Software or Documentation, shall not be granted any licen, and shall return the software package with the relevant invoice in exchange for a refund at the address of his Licensor.
However, return and refund shall not be possible after registration of the Licen either by
Licene or by the third party who supplied the Software to Licene.
4. Fees / Mandatory Registration
Notwithstanding any other term hereof, acceptance of Licene’s order or of the order from the third
party who supplied the Software by Licensor or one of its official distributors, as the ca may be, shall be a condition precedent to the coming into effect of the Licen. Such condition shall not apply where the Software was delivered to you by Licensor or one of its official distributors with the express statement that the Licen was free or did not give ri to fees. This Licen is also subject to the condition precedent that Licene has registered its Licen to Licensor through one of the following possibilities: phone, mail, fax or a web site, where available as indicated by Licensor.
5. Installation and Support Services
Licene shall be responsible for the proper installation of the Software as per the terms of the
Documentation and shall bear all expens and costs in connection therewith. Licensor provides no
maintenance or support rvices in connection with the Software, other than tho which may be defined by way of parate agreement.
6. Title
The Software and Documentation, as well as all rights, title, technology, know-how, and interest, whether patented or not, embodied in the Software or Documentation, as well as all rights of industri
al and/or intellectual property attached to the Software or Documentation shall remain the sole property of Licensor.
北京市教育考试指导中心Nothing in the prent Agreement shall be deemed to convey any of Licensor’s ownership rights or
copyright in the Software and the Documentation to Licene. Licensor does not ll the Software and Documentation to Licene but only grants the Licen.
nice的意思Should Licene become aware of any infringement to such proprietary rights of the Licensor, it shall immediately inform Licensor of such infringement and provide all reasonable information required to defend Licensor’s interests.
Except as otherwi expressly required by statute, Licene is not granted any right to modify, adapt, maintain or rvice the Software or the Documentation, nor to create derived rights, and Licene
undertakes not to copy, reproduce, decompile, rever engineer, disasmble or otherwi ek to
reconstitute the source-code of the Software. Should Licene not fully comply with the above provisions, Licene shall bear all and any conquences, including any damages whatsoever, resul
ting therefrom.北京艾迪国际教育发展有限公司
The Software and Documentation are protected by applicable copyright legislation and international treaties. Any u or reproduction not expressly authorized in the Licen is prohibited. All rights are rerved.
However, and strictly for purpos of internal u by its employees only, Licene may as he may deem appropriate according to his own judgment and under his control and at his risk and cost (including the u of a third party system integrator or subcontractor to perform the work), modify data (the ur
application program) only, and not object code or source code, in the databa ction of the Software.
Licensor shall in no ca be liable for such modification nor any conquence thereof.
Licene shall immediately upon first written demand indemnify and hold harmless Licensor against all claims or damages claimed by third parties against Licensor arising out of or in connection with such modified “data” (the application program). In all cas, this indemnity obligation shall survive the expiry or termination of this Agreement.
电影院英语怎么读Without prejudice to Licensor’s rights under its copyright on the Software and Documentation, Licene is permitted to copy the Software beyond the installation of the Software to a network storage medium owned by Licene within its facilities. Licene undertakes to take such measures as are necessary in order to prerve Licensor’s rights herein for each copy made.
Any third party’s technology, which may be embodied in the Software, is also subject to the terms of this Agreement.
7. Assignment and transfer
Licene’s rights or obligations under this Agreement may not be sold, sub-licend, rented, assigned, delegated, transferred or otherwi conveyed without Licensor’s prior written connt. The Licen is granted on an intuitu personae basis. Licensor may however assign the Licen to any company within the Schneider Electric Group of company or to any company it may acquire control of or merge with.
However, where Software was received along with a third party product, Licene may assign the whole and not part of this Agreement along with the sale, loan or transfer of such product, on condition that Licene ceas all u of the Software or Licen, whether direct, indirect, concurren
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t or otherwi.
Where registration is a condition precedent of this Agreement, such new purchar, renter or transferee shall also be subject to the registration obligation.
navigator是什么意思8. Duration and Early Termination
This Agreement and the Licen granted to Licene shall come into affect as of the date of acceptance of the terms hereof and are entered into for as long as the HMI products are not obsolete and the Vijeo Designer software is not replaced by new software adapted to the new range of products.
Notwithstanding the above, this Agreement and Licen may be unilaterally terminated as of right with immediate effect in ca of a default by either Party to any of its esntial obligations herein left
unremedied thirty (30) days after written notice of such default by registered mail to the defaulting party.
Upon termination, Licene undertakes to discontinue u of the Software and Documentation, to destroy the Software, the Documentation and related copies and data, including without limitation th
o stored on Licene’s computer hard disks. Licene’s obligations with respect to any part of the Software, the Documentation, or related copies and data which are not fully erad or destroyed after termination by either party shall survive termination until they are fully erad or destroyed.
9. Warranty, Limitation of liability and Indemnity
Licensor warrants the floppy disks, CD-ROM or DVD supporting the Software, as applicable, against any physical defect preventing its usage for a period of 90 days as from delivery directly by Licensor or one of its official distributors. Should any such defect be detected, Licensor’s obligation shall be exclusively limited to the free replacement of the Software upon its return at Licensor’s address in lieu of all other remedy. Licensor warrants that it owns or is licend to distribute the Software.
Licensor makes no other warranty than tho contained in this clau 9 and the Parties expressly waive all other warranties, either express or implied, as to the Software, the updates and
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enhancements and the Documentation, including without limitation any warranties of fitness for any particular purpo, merchantability, title or sample. Further, while Licensor has taken
reasonable steps to ensure the accuracy of the information contained in or shown by the Software or
Documentation, Licensor makes no warranty or reprentation of any kind, whether express or implied, as to whether the Software or any information contained in or shown by the Software and the Documentation will meet Licene’s requirements, expectations or purpos.
In no event shall Licensor nor its affiliates be liable for any indirect, intangible, incidental or
conquential damages, loss, expen or cau of action, whether bad in contract, warranty, tort (including negligence), strict liability, statute or otherwi, 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 u, inability to u or misu of the Software or Documentation, even if the Licensor has been advid of the possibility of such damages. In all cas, Licensor excludes all liability, whether in contract, warranty, tort (including negligence), strict liability, statute or otherwi, for defects, bugs, errors and virus which may be found with or result from the u, inability to u or misu of the Software or Documentation.
Licensor’s total aggregate liability under this Agreement shall in no ca exceed the amount of fees paid by Licene for the Software.
Licene shall indemnify and hold Licensor harmless from any and all claims, damages, demands, or proceedings (including attorney’s fees) brought against Licensor by any third party arising out of or in connection with the u, inability to u or misu of the Software or Documentation by Licene, and whether bad in contract, warranty, tort (including negligence), strict liability, statute or otherwi.
The Licen does not cover any modification, update, translation or adaptation, whether
authorized or not, that might have been made where the software was supplied along with a third party product. Such modifications shall be governed by the terms of licen issued by such third party. Licensor shall in no ca be liable, whether in contract, warranty, tort (including
negligence), strict liability, statute or otherwi, for damages or conquences arising out of or in connection therewith and makes no reprentation or warranty in connection therewith.
10. Entire Agreement
The prent Agreement constitutes the entire Agreement between Licene and Licensor with respect to the object hereof and replaces any previous agreement or understanding, whether oral, electronic or written, with a similar subject matter.
The Documentation forms an integral part of the prent Agreement. In ca of a discrepancy between the terms of this Agreement and the Documentation, the terms of this Agreement shall prevail. Should they differ, the terms of the printed version of this Agreement, which may be supplied with the software package, shall prevail over tho that may be read on a computer screen.
Any modification, waiver or renunciation to any term of the prent Agreement whether express or
aminoimplied, shall only be valid if made in writing and signed by each Party’s duly authorized officer.
11. Severability
Should any of the provisions of this Agreement be held invalid, illegal or unenforceable by a competent jurisdiction, the Parties shall take all reasonable steps in order to modify such provisions to render it valid, legal or enforceable, bearing in mind their original intentions, and all other provisions shall remain valid and unaffected by such declared invalidity, illegality or non-enforceability.
12. Trade Marks
Licene recognizes that one or more of the following trademarks cover the Software and the factory
automation devices that connect to the Software: Schneider Electric, Schneider Automation, Merlin Gerin, Modicon, Square D, and Telemecanique trademarks, which are the property of Licensor or of Licensor’s shareholders. Licene shall not engage directly or indirectly in any activity likely to constitute an
infringement, appropriation or imitation of any of such trademark(s) or which would otherwi diminish the value of Licensor’s or Licensor’s shareholders therein.
13. Applicable Law and Disputes
This Agreement shall be exclusively governed by the laws of the state where Licensor has its
headquarters, to the exclusion of the conflict of law rules and treaties of such state.
Any dispute between the Parties arising out of or in connection with the prent Agreement and/or the Software, whether bad in contract, warranty, tort (including negligence), strict liability, statute or
otherwi, which cannot be amicably ttled, shall in all cas be finally ttled according to the
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applicable law defined above by the courts having jurisdiction in the city where Licensor has its
headquarters, to the exclusion of all other jurisdiction whatsoever, including in ca of plurality of
defendants, injunction-like or emergency proceedings and appeal in warranty.
