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Connectivity Software Development Tools (OPC Data Client, OPC Wizard, Rapid Toolkit for Sparkplug) End User License Agreement

END USER LICENSE AGREEMENT

The Connectivity Software Development Tools family of products (hereinafter “SOFTWARE PRODUCT”) is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed for use under the terms of this agreement, not sold.  For the purposes of this AGREEMENT, the SOFTWARE PRODUCT consists of the following components:

  • OPC Data Client
  • Excel Connector
  • OPC Wizard
  • Rapid Toolkit for Sparkplug

Which are available for purchase as part of one of the following “Bundled Offerings” that are defined on the Software Toolbox website (softwaretoolbox.com):  

  • OPC Data Client – Standard Edition 
  • OPC Data Client – Professional Edition
  • OPC Data Client – Enterprise Edition
  • OPC Data Client – Ultimate Edition
  • Excel Connector
  • OPC Wizard (UA Server Development Toolkit)
  • Rapid Toolkit for Sparkplug
  • Additional Developers licenses of the above which require prior ownership of the license above with a support & maintenance agreement in good standing and compliance with the terms of the GRANT OF LICENSE in this AGREEMENT 

This agreement constitutes the complete agreement between you and Software Toolbox, Inc. (hereinafter "TOOLBOX"), 148 East Charles St Ste A Matthews NC 28105 USA.  If you do not agree to the terms of this AGREEMENT, do not continue with the installation of this software.  Promptly contact the place where you obtained the software from to obtain clarification before installing or to obtain authorization for and instructions to obtain a full refund.

For the purposes of the AGREEMENT, the functionality contents licensed shall be what was offered at the time of initial license purchase in the “Bundled Offerings”. If at time in the future the product edition contents are changed, users may be required to upgrade to a higher edition through payment of a higher support renewal fee and a possible upgrade fee. Reasonable commercial efforts will be made to provide sufficient notice but cannot be guaranteed.

Your specific rights to utilize these components are governed by this AGREEMENT, specifically the GRANT OF LICENSE which describes your rights for the product license(s) you have purchased.

GRANT OF LICENSE

This AGREEMENT grants you the following rights based on which product or bundle you purchased a license for. Although the software installation you are provided may be used to install multiple products, you are ONLY LICENSED to use those items for which you have purchased a license. 
The rights granted for each item are listed below.  Please consult your product delivery receipt and/or invoice for the part number for the item(s) you have licensed so that you can clearly understand your rights.   If at any time you have questions about the rights granted by this license, you are encouraged to contact us at support@softwaretoolbox.com with your questions.

Trial License: You have the right to install and use the SOFTWARE PRODUCT for evaluation purposes ONLY. Any usage of a Trial License to circumvent the purchase of the appropriate licenses is an violation of this AGREEMENT.

For initial purchase of Single Developer + Runtime Free licenses (“Primary License”) for All Bundled Offerings you have the rights to install the SOFTWARE PRODUCT for DEVELOPMENT purposes on a SINGLE PC ONLY.  If you will be installing the SOFTWARE PRODUCT for DEVELOPMENT on more than one PC, you need to purchase an “Additional Developers License” matching the Edition for your Primary License for each PC you wish to install the DEVELOPMENT license on.  You may distribute applications built using these components along with the runtime portions of these components without payment of additional license fees under the following conditions:

  • You do not expose the DEVELOPMENT capabilities of these components to your end users. If your user requires you to deliver your source code to them, they will need a license of the SOFTWARE PRODUCT also for the same Bundled Offering and appropriate number of developers. If you are required to place your source code in Escrow for your user, your Escrow agreement must include language that addresses the above requirement. TOOLBOX is under no circumstances obligated to support your end user without them owning their own license.
  • You are writing a custom application for use in your facility, as an operator interface on machinery that you are building and selling bundled with the software, or you are a system integrator creating custom software applications for your customers and you are NOT providing source code or development capabilities for your applications to your customer.
  • You are not selling an off-the-shelf packaged software application. ISV/OEM licenses are available for this use case – please contact Software Toolbox Inc. on sales@softwaretoolbox.com to discuss your requirements.
Additional Developers License: You have the rights to install the SOFTWARE PRODUCT for DEVELOPMENT purposes by a SINGLE USER ONLY.
  • If you will be installing the SOFTWARE PRODUCT for DEVELOPMENT by more than one user, you need to purchase the Additional Developers License for each additional user that will be using the SOFTWARE PRODUCT for DEVELOPMENT purposes. This item by itself grants you NO RUNTIME DISTRIBUTION RIGHTS.
  • You may only purchase this item within 30 days of the original purchase of your Primary License or if you are on a valid, active OPC Data Client Maintenance & Support Agreement. If your Maintenance & Support Agreement is lapsed, it must be reinstated before any Additional Developers Licenses can be purchased. 
Site License: You have the rights to install the SOFTWARE PRODUCT for DEVELOPMENT purposes at a SINGLE PHYSICAL FACILITY ONLY. Remote workers constitute a single physical facility for the purpose of this AGREEMENT. You may distribute applications built using these components along with the runtime portions of these components without payment of additional license fees under the following conditions:
  • You do not expose the DEVELOPMENT capabilities of these components to your end users. If your user requires you to deliver your source code to them, they will need a license of the SOFTWARE PRODUCT also for the same Bundled Offering and appropriate number of developers. If you are required to place your source code in Escrow for your user, your Escrow agreement must include language that addresses the above requirement. TOOLBOX is under no circumstances obligated to support your end user without them owning their own license.
  • You are writing a custom application for use in your facility, as an operator interface on machinery that you are building and selling bundled with the software, or you are a system integrator creating custom software applications for your customers and you are NOT providing source code or development capabilities for your applications to your customer.
  • You are not selling an off-the-shelf packaged software application. ISV/OEM licenses are available for this use case – please contact Software Toolbox Inc. on sales@softwaretoolbox.com to discuss your requirements.
Company-Wide Global License: You have the rights to install the SOFTWARE PRODUCT for DEVELOPMENT purposes within your single corporate legal entity, but excluding any subsidiaries or affiliates. You may distribute applications built using these components along with the runtime portions of these components without payment of additional license fees under the following conditions:
  • You do not expose the DEVELOPMENT capabilities of these components to your end users. If your user requires you to deliver your source code to them, they will need a license of the SOFTWARE PRODUCT also for the same Bundled Offering and appropriate number of developers. If you are required to place your source code in Escrow for your user, your Escrow agreement must include language that addresses the above requirement. TOOLBOX is under no circumstances obligated to support your end user without them owning their own license.
  • You are writing a custom application for use in your facility, as an operator interface on machinery that you are building and selling bundled with the software, or you are a system integrator creating custom software applications for your customers and you are NOT providing source code or development capabilities for your applications to your customer.
  • You are not selling an off-the-shelf packaged software application. ISV/OEM licenses are available for this use case – please contact Software Toolbox Inc. on sales@softwaretoolbox.com to discuss your requirements.

RESERVED RIGHTS

Any and all rights not specifically granted above are reserved by Software Toolbox Inc.  You should contact Software Toolbox Inc. via support@softwaretoolbox.com to request a written clarification if you have a usage case for the SOFTWARE PRODUCT that is not explicitly covered by the GRANT OF LICENSE for your purchased license(s).

BACK-UP COPIES

You may make a single back-up copy of the SOFTWARE PRODUCT. You may use the back-up copy solely for archival purposes.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

Limitations on Reverse Engineering, Decompilation and Disassembly

You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Separation of Components

The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.

Single COMPUTER

Usage rights of the SOFTWARE PRODUCT may be constrained to use on a SINGLE COMPUTER.  Please refer to the GRANT OF LICENSE section your specific rights relative to the number of computers on which you may install and use the SOFTWARE PRODUCT. For purposes of this Agreement, a “Computer” is defined as a single physical computer or a single instance of a virtual PC, virtual server, whether it be implemented using Microsoft Virtual PC, Virtual Server, Hypervisor, VMWare, or other virtual computing software applications that enable multiple isolated operating system instances to be run on a single hardware platform.

Rental

You may not rent or lease the SOFTWARE PRODUCT.

Software Transfer

Support is transferable with the SOFTWARE PRODUCT under this AGREEMENT provided that the original licensee has not received any prior product support.  If the original licensee has obtained and utilized technical support, purchase of a support agreement by the receiving party or pay by the incident technical support services may be required. 

If you are eligible to transfer, you, as the original licensee ONLY, may permanently transfer all of your rights under this AGREEMENT, provided you notify TOOLBOX that the license is being transferred to another user, you retain no copies, you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this AGREEMENT and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this AGREEMENT. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT.

Support

Software Toolbox’s initial free warranty and support period is 30 days from the purchase date of your license(s) for the SOFTWARE PRODUCT.  Software Toolbox Inc. provides unlimited e-mail support for the SOFTWARE PRODUCT whether a demo or registered license in the first 30 days after purchase. Software Toolbox Inc. will provide free phone support during the initial 30 days to the licensed and registered user provided the applicable license fees for use of the SOFTWARE PRODUCT have been paid. Support is defined as support for licensing and installation issues, answering questions about documented product functionality and features or other guides published by Software Toolbox related to the SOFTWARE PRODUCT, guidance in troubleshooting potential product issues and working to where possible provide workarounds until product patches/updates can be made to resolve the issues. Application troubleshooting advice through debugging of your custom code or writing your code for you is not included but may be available as a paid professional service depending on your application, development language, and availability of our resources.

TOOLBOX is under no circumstances obligated to support your end user without them owning their own license on an active support & maintenance agreement and under no circumstances will assist, aid your end user in the debugging, alteration or otherwise working with your source code.

TOOLBOX will provide email and phone support beyond the initial 30 day warranty period as stipulated in the separate OPC Data Client Maintenance & Support Agreement, and provided applicable maintenance or support fees have been paid to TOOLBOX.  All corrections and maintenance releases will be made available through Software Toolbox Inc.’s Internet site.  All major product releases of the SOFTWARE PRODUCT are subject to upgrade fees. At no time will on-site support be provided without advance payment to Software Toolbox Inc. for a minimum of two days on-site engineering support services, plus all expenses. 

Termination

Without prejudice to any other rights, TOOLBOX may terminate this AGREEMENT if you fail to comply with the terms and conditions of this AGREEMENT. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts. 

UPGRADES

If in the future you obtain upgraded versions of the SOFTWARE PRODUCT (“UPGRADES”) under the terms of this AGREEMENT or as entitled to under a separate OPC Data Client Maintenance & Support Agreement, the UPGRADES are to be used on the same computer as the originally licensed software.  Receipt of UPGRADES does not entitle you to additional licenses of the SOFTWARE PRODUCT to be used on separate computers.   The original license and the UPGRADES are not-separable. If you transfer the license of your original license to another computer, you must transfer the UPGRADES with the original license.

COPYRIGHT

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by TOOLBOX or its suppliers. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. All rights not specifically granted under this AGREEMENT are reserved by TOOLBOX.

DUAL-MEDIA SOFTWARE

You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for the COMPUTER. You may not use or install the other medium on another computer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT.

LIMITED WARRANTY

The sole warranty regarding the SOFTWARE PRODUCT and related materials is that the original disk is free from physical defects in material and workmanship.

Your sole and exclusive remedy for any breach of representation or warranty is that Licensor, at its option, either (a) will refund your payment for the SOFTWARE PRODUCT upon your return of the Software and related materials, with a copy of your receipt, or (b) will replace it on an exchange basis without charge (except as provided above).

EXCEPT FOR THE EXPRESS WARRANTY OF THE ORIGINAL DISKS SET FORTH ABOVE, THIS SOFTWARE PRODUCT IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, DISK, AND RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. THE LIABILITY OF LICENSOR UNDER THE WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE PRODUCT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

CERTAIN LIMITATIONS

Licensor has no control over your use of the SOFTWARE PRODUCT. Licensor does not and cannot warrant the performance or results that may be obtained by its use. Licensor does not represent, warrant, or guarantee the accuracy and timeliness of the data contained in the SOFTWARE PRODUCT and Licensor shall have no liability of any kind whatsoever to you, or to any other party, on account of any inaccuracies in or untimeliness of the data, or for any delay in reporting such data contained in the SOFTWARE PRODUCT. Various information in the Software constantly changes, and the information in the SOFTWARE PRODUCT is only as of a particular date. Licensor does not warrant that the operation of the SOFTWARE PRODUCT will be uninterrupted or error free. Licensor is not responsible for problems caused by accident, abuse, mishandling, alteration, or improper use. Licensor does not warrant or guarantee the suitability of the Software or that it will meet your requirements.

LIMITATIONS OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THIS PRODUCT. SOME STATES DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

U.S. GOVERNMENT RESTRICTED RIGHTS

The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

Restrictions on redistribution of the SOFTWARE PRODUCT to prohibited parties

You may not redistribute any part of the SOFTWARE PRODUCT to any entity that is on the United States Treasury Department Specially Designated Nationals and Blocked Persons List, the United States Department of Commerce’s Bureau of Industry and Security (BIS) Unverified List, Denied Persons List, or EAR Part 744, Supplement 4 Entity List or for applications that are listed in EAR Part 744, Supplement 4. You are solely responsible for assuring your compliance with these requirements.

Miscellaneous

This Agreement is governed by the laws of the State of North Carolina, United States of America.  The validity of the Vienna United Nations Convention on Contracts for the International Sale of Goods (April 11, 1980) is excluded.