OPC Server Remote Configuration Client End User License Agreement (EULA)

[PDF version here]

By opening this package or clicking the OK button, you indicate that you have read this Agreement and accept its terms and conditions. This is a legal Agreement between you (the end user or “Licensee”) and Software Toolbox (Matthews, NC) , hereafter the “Licensor”, hereafter known as the “Agreement”. If you do not agree to the terms of this Agreement, promptly return the disk package and accompanying items (including written materials) to the place where you obtained them for a full refund. The software accompanying this license Agreement (the “Software”) is the property of Licensor or its licensors, and is protected by United States and International Copyright laws and International treaty provisions. No ownership rights are granted by this Agreement or possession of the Software. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording), except that you may make a single copy for backup or archival purposes.

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.

Your rights and obligations in its use are described as follows:

You may use and display this Software on a single Computer on a supported platform as listed on and updated without notice as required on softwaretoolbox.com
If your purchased item description includes limits on the number of devices, channels, tags, or other measures of functionality utilization, those descriptive terms are incorporated into this Agreement by reference. You may not exceed those limits without payment of additional license fees, regardless of whether the software enforces the limit through technical means in the product.
The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer.
You may make one copy of the Software for archival purposes or you may copy the software onto your hard disk and hold the original for archival purposes.
You may not modify or attempt to reverse engineer the Software, or make any attempt to change or even examine the source code of the Software.
You may transfer the Software to another Computer using any utilities provided or by contacting our support desk. However, the Software must be used on only a single Computer at one time for each single license of the Software owned. We reserve the right to deny transfer of software that is no long on an active support agreement or where we have reasonable reason to believe that the transfers are an attempt to circumvent the terms of this agreement.
You may not give or distribute copies of the Software or written materials associated with the Software to others.
You may not sub-license, sell, or lease the Software to any person or business.
If you plan to run the Software in multiple virtual computers or virtual servers a license is required for each instance of the virtual computer or server where the Software will be installed. If you also plan to install the Software in the host operating system of the computer where the virtual machines are running, a license will also be required for the host operating system.
If you are running the Software in a demonstration, unlicensed mode, you may not automate the stopping and starting of the Software in demo mode or use any other method to attempt to circumvent the demonstration mode timeout period.

Return Policy

The original licensee of the Software can return it within thirty (30) days of purchase. Please call us for a Return Material Authorization Number. Returns after 30 days of purchase may require a restocking fee. Any extensions of this return period must be pre-approved by Licensor technical support and documented in writing, where e-mail is considered to be in writing. No returns are accepted without a Return Material Authorization Number.

Limited Warranty

Licensor warrants that: (a) for a period of 90 days from the date of delivery the medium on which the Software is provided shall be free from defects; and (b) prior to delivery, the Software was audited and tested in accordance with Licensor’s internal quality control processes. Licensor warrants that it has sufficient right, title and interest in the Software to grant the license contemplated by this Agreement.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE, THAT IT WILL SATISFY YOUR PLANNED APPLICATIONS OR THAT ALL DEFECTS IN THE SOFTWARE CAN BE CORRECTED. IF LICENSOR PROVIDES INFORMATION OR ASSISTANCE REGARDING THE USE OF THE SOFTWARE OR OTHERWISE, LICENSOR IS NOT ASSUMING THE ROLE OF ENGINEERING CONSULTANT. LICENSOR DISCLAIMS RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ARISING IN CONNECTION WITH ENGINEERING IN WHICH ITS SOFTWARE OR SUCH INFORMATION OR ASSISTANCE IS USED.

THE FOREGOING IS THE SOLE AND EXCLUSIVE WARRANTY OFFERED BY LICENSOR

LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE LICENSED SOFTWARE AND ALL ACCOMPANYING MATERIALS.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT, LOST SAVINGS, LOST OPPORTUNITIES, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES OR LIMITATIONS ON LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO LICENSEE.

LICENSOR’S ENTIRE LIABILITY SHALL BE, AT LICENSOR’S OPTION, EITHER (A) RETURN OF THE PRICE PAID FOR THE SOFTWARE (OR COMPONENT), OR (B) REPAIR OR REPLACEMENT OF THE SOFTWARE (OR COMPONENT) THAT DOES NOT MEET SOFTWARE TOOLBOX INC.’S LIMITED WARRANTY AND WHICH IS RETURNED TO LICENSOR WITHIN THE WARRANTY PERIOD. THIS SHALL BE THE SOLE AND EXCLUSIVE OBLIGATION OF SOFTWARE TOOLBOX INC. AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY SUCH FAILURE. THE LIMITED WARRANTY IS VOID IF FAILURE OF THE SOFTWARE (OR COMPONENT) HAS RESULTED FROM ACCIDENT, ABUSE OR MISAPPLICATION.

Support

Licensor’s initial free warranty and support period (“Initial Support Period”) is 1 year from the purchase date of the Software UNLESS you have received permission to purchase a license without support, which will be stated in the description of the items purchased, in which case the period is 90 days. Licensor provides unlimited e-mail support for all Software whether a demo or registered license in the Initial Support Period after purchase. Licensor will provide free phone support during the Initial Support Period to the licensed and registered user provided the applicable license fees for use of the Software have been paid. Licensor will provide email and phone support beyond the Initial Support Period as stipulated in the separate Maintenance & Support Agreement, and provided applicable maintenance or support fees have been paid to Software Toolbox. Such support beyond the Initial Support Period would be provided subject to the terms of the separate Maintenance & Support Agreement. All corrections and maintenance releases will be made available through Licensor’s Internet site. All major product releases of the Software are subject to upgrade fees. At no time will on-site support be provided without advance payment to Licensor for a minimum of two days on-site engineering support services, plus all expenses.

Dual-Media Software.

You may receive the Software 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.

U.S. Government Restricted Rights.

The Software 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.

Severability

Each section and subsection of this Agreement shall be considered severable, and if any provision of this Agreement shall be held illegal, invalid, or otherwise unenforceable under controlling law, the remaining provisions of this Agreement shall not be affected thereby but shall continue in effect.

Export Restrictions

You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end- use and destination restrictions issued by U.S. and other governments. This includes but is not limited to 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. Prior to delivery of product, you may be required to provide to Licensor the necessary documentation as required by the U.S. government and it’s agencies to certify the final end user destination of the Software. If such documentation is requested and you do not or are not able to provide it, the Software will not be delivered to you in any form, and any pre-paid funds for license fees will be refunded to you.

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. No provision of this Agreement shall be amended, supplemented or waived except by written Agreement signed by the parties hereto. This Agreement sets forth the entire understanding and Agreement between the parties with respect to the subject matter set forth herein and supersedes any prior or contemporaneous discussions, understandings, orders, requests or statements regarding such subject matter, other than the pricing and payment terms contained on the attached or related invoice. In the event of a dispute between Licensor and Licensee where the parties are unable to reach a mutually agreeable resolution, the dispute shall be submitted to binding arbitration under the expedited commercial arbitration rules of the American Arbitration Association then in effect; provided, however, that Licensor shall be entitled to avail itself of injunctive and other equitable rights and remedies in a court of competent jurisdiction in order to protect its rights and interests. Arbitrations shall take place in Charlotte, North Carolina. There shall be one (1) arbitrator mutually agreed to by both parties (if the parties are unable to agree on a single arbitrator, the arbitrator shall be chosen in accordance with the rules of the American Arbitration Association); such arbitrator shall have experience in the area of software technology. After the hearing, the arbitrator shall decide the controversy and render a written decision setting forth the issues adjudicated, the resolution thereof and the reasons for the award. The award of the arbitrator shall be conclusive. Payment of the expenses of arbitration, including attorneys’ fees and the fee of the arbitrator, shall be assessed by the arbitrator based on the extent to which each party prevails.

Trademarks

Microsoft® and Windows® are registered trademarks of Microsoft Corporation. Software Toolbox, TOP Server, OmniServer, and the Software Toolbox logo mark are registered trademark of Software Toolbox Inc. OPC is a registered trademark of the OPC Foundation.