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YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA, including any amendment
or addendum which may accompany the PRODUCT, BY INSTALLING, COPYING OR
OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR
USE THE PRODUCT;
In addition, by installing, copying or otherwise using subscription updates that you receive as
part of the PRODUCT (''UPDATES''), you agree to be bound by the additional license terms
that accompany such UPDATES. If you do not agree to the additional license terms that
accompany such UPDATES, you may not install, copy or use such UPDATES.
In return for payment of the license fee for this product, ABB grants you a non-exclusive and
restrictive right to use the product subject to the following terms and conditions:
1 Applicability of EULA
1.1 If you have acquired a hardware identity based license, you may install and use one copy
of the PRODUCT on the computer for which the license key is issued.
1.2 If you have acquired a network license you may install one copy of the PRODUCT on any
number of computers but simultaneously use no more than the number of PRODUCT
purchased.
1.3 Update License Terms. All UPDATES shall be considered part of the PRODUCT and
subject to the terms and conditions of this EULA. Additional license terms may accompany
UPDATES (as defined in the first paragraph of this EULA). By installing, copying or
otherwise using any UPDATE, you agree to be bound by the terms accompanying each such
UPDATE. If the PRODUCT is purchased as an UPDATE, you must be properly licensed to
use the PRODUCT and identified by ABB as being eligible for the UPDATE in order to use
the PRODUCT. PRODUCT purchased as an UPDATE replaces and/or supplements the
PRODUCT that formed the basis for your eligibility for the UPDATE. You may use the
resulting upgraded PRODUCT only in accordance with the terms of this EULA.
1.4 You may store a copy of the PRODUCT on a storage device, such as a network server,
used only to install the PRODUCT on your other computers over an internal network.
1.5 Version Limitation. The PRODUCT contains a certain version number of the Controller
software. This EULA permits you to install: The PRODUCT with the purchased Controller
Software version number and related service release.
1.6 A separate LICENSE is required for each additional personal computer on which the
PRODUCT is used.
2. TITLE TO PRODUCT AND CONFIDENTIALITY.
The PRODUCT is proprietary to ABB and title to it remains in ABB. You shall not sell,
publish, disclose, display or otherwise make available the PRODUCT or copies thereof to
others. You shall secure and protect the PRODUCT in a manner consistent with the
maintenance of ABB's rights therein and you are to take appropriate action by instruction or
agreement with your employees, agents or consultants who are permitted access to the
PRODUCT to satisfy your obligations hereunder. Disclosure shall be limited to those
individuals who need access to the PRODUCT to enable you to exercise this EULA. These
obligations shall continue after termination of this license agreement."
3. OWNERSHIP OF PRODUCT.
Subject to the rights granted to you by this EULA, you acknowledge that all and any
proprietary rights in the PRODUCT (including but not limited to copyrights, patents,
trademarks and trade secrets) and in all associated documentation and other material related to
the PRODUCT in each case now existing or to be developed by ABB or you shall be the sole
property of ABB.
6. TRANSFER OF RIGHTS
ABB does not transfer any right, title or interest in the PRODUCT to you, except as may be
expressly set forth in this EULA.
7. RIGHT OF ACCESS.
For the purpose only of verifying your compliance with these conditions, you hereby
irrevocably grant permission for ABB and its authorized representatives during normal
business hours to enter the premises wholly or partly occupied by you and to access, operate,
and inspect computer equipment and to access, inspect and take copies of documents and
records (including magnetic and other media). ABB shall exercise this right only for the above
purpose and shall observe strict confidentiality in all information which it obtains as a result
of such inspections except to the extent that disclosure to third parties is necessary for the
purposes of protecting ABB rights in the PRODUCT.
8. WARRANTY.
8.1 ABB warrants that the PRODUCT will perform substantially in accordance with the
accompanying written materials for a period of 90 days from the date of receipt..
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABB AND ITS
SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT.
8.3 ABB’s and its suppliers' entire liability and your exclusive remedy shall be, at ABB’s sole
discretion to, either (i) return of the price paid, if any or (ii) repair or replacement of the
PRODUCT that does not meet ABB’s limited warranty and which is returned to ABB with a
copy of your receipt. This limited warranty is void if failure of the PRODUCT has resulted
from accident, abuse or misapplication. Any replacement PRODUCT will be warranted for
the remainder of the original warranty period or thirty (30) days, whichever is longer.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL ABB OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS
INFORMATION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF
OR INABILITY TO USE THE PRODUCT OR THE PROVISION OF OR FAILURE TO
PROVIDE SUPPORT SERVICES, EVEN IF ABB HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ABB’S ENTIRE LIABILITY
UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY YOU FOR THE PRODUCT. HOWEVER, IF YOU HAVE
ENTERED INTO AN ABB SUPPORT SERVICES AGREEMENT, ABB'S ENTIRE
LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE
TERMS OF THAT AGREEMENT.
10. TERMINATION.
10.1 ABB shall have the right to terminate this agreement and the license granted herein: a)
Upon ten (10) days written notice in the event that you, your officers, agents, or employees
have violated any provision of this agreement; or b) In the event you (i) terminate or suspend
your business; (ii) become subject to any bankruptcy or insolvency proceedings; (iii) become
insolvent; or (iv) has liquidated, voluntarily or otherwise.
10.2 In the event of termination by reason of your failure to comply with any part of this
agreement, or any act which shall give rise to ABB’s rights to terminate, ABB shall have the
right, at any time, to terminate the license and take immediate possession of the PRODUCT
and all copies wherever located, without demand or notice. Within ten (10) days after
termination of the license, you will return to ABB the PRODUCT in the form provided by
ABB. Termination under this paragraph shall not relieve you of your obligations regarding
confidentiality of the PRODUCT.
12. HEADINGS.
The headings of the various paragraphs and subparagraphs herein are for convenience only
and shall not control or affect the meaning or construction of any provisions of this
Agreement.
13. SEVERABILITY.
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable
statute or rule of law, it is to that extent to be deemed omitted, and the remaining provisions
shall not be affected in any way.
License Grant. Subject to Licensee’s compliance with all terms and conditions
of this Agreement, Cognex grants to Licensee a world-wide, non-exclusive,
nontransferable license (the “License”) to use the Cognex Software in its
object code form and in accordance with its documentation, as installed or in
conjunction with (i) Cognex vision processors or Cognex hardware modules,
or (ii) PCs, or (iii) any other hardware module capable of operating the Cognex
Software, for Licensee’s own internal purposes and for sub-license to
Licensee’s direct end user customers, as applicable. Such sub-licenses shall
only be granted pursuant to the terms of this Agreement, and a copy of this
Agreement shall be provided by Licensee to such customers prior to or
contemporaneous with any such sub-license, with a reasonable opportunity for
Licensee’s customers to review the terms hereof prior to use of or payment for
the Cognex Software or the product containing or bundled together with the
Cognex Software. Under any such sub-license, (i) Licensee’s customers shall
be subject to any and all Licensee obligations hereunder, and shall constitute
an additional Licensee for the purposes hereof, and (ii) Licensee shall include
a notice that indicates to its customers that its product contains copyrighted
software under license from Cognex. Licensee agrees that this Agreement
also inures to the benefit of any third party holding any right, title, or interest in
the Cognex Software licensed hereunder or any software from which such
Cognex Software was derived.
Copies. Licensee may not make any copies of the Cognex Software.
Restrictions on Use. Licensee shall not, and shall not aid, abet, or permit any
third party to: (i) decompile, disassemble, or otherwise reverse engineer or
attempt to reconstruct or discover any source code or underlying ideas, file
formats, interoperability interfaces or algorithms of the Cognex Software by
any means whatsoever, except as may be required by applicable third party
licenses; (ii) remove any identification, copyright, or other notices from the
Cognex Software; (iii) lease, lend or use the Cognex Software for timesharing
or service bureau purposes; (iv) create a derivative work of any part of the
Cognex Software; or (v) develop methods to enable unauthorized parties to
use the Cognex Software. Licensee shall not provide or otherwise make
available the Cognex Software or any part or copies thereof in any form to any
third party, except as provided herein and to the extent applicable, unless so
authorized in writing by Cognex. Cognex Software may be subject and limited
to usage with a Cognex hardware security device, at the sole discretion of
Cognex. Licensee is expressly prohibited from using any portion or version of
the Cognex Software with any other software or copyrighted work in such a
way that any portion or version of the Cognex Software would be required by
the license terms applicable to the other software or work to be (a) made
available in source code form, (b) made available without charge or at minimal
charge, (c) licensed for the creation of derivative works or (d) which would
require Cognex or its licensors to grant any third party any rights or immunities
under any intellectual property owned by or licensed to Cognex.
Verification and Audit Rights. Upon request of Cognex, Licensee shall allow
Cognex to conduct a reasonable onsite or remote audit of the applicable
Licensee facilities, products and records to determine whether or not
Licensee’s usage of such Cognex Software is in conformance with this
Agreement. Licensee shall reasonably cooperate with and assist Cognex in
any such audit, which shall be conducted during Licensee’s normal business
hours and shall not unreasonably interfere with Licensee’s business activities.
Equitable Relief. The parties agree that a breach of this Agreement adversely
affecting Cognex’s intellectual property rights in the Cognex Software will
cause irreparable injury to Cognex for which monetary damages will not be an
adequate remedy and Cognex shall be entitled to equitable relief in addition to
any remedies it may have hereunder or at law.
Redistribution and use in source and binary forms, with or without modification, are
permitted provided that the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of
conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list
of conditions and the following disclaimer in the documentation and/or other materials
provided with the distribution.
* Names of its contributors may not be used to endorse or promote products derived
from this software without specific prior written permission.