Automated Logic Corporation

Automated Logic Corporation End User License Agreement (EULA)

This End User License Agreement (EULA) is a CONTRACT between the User, and Automated Logic Corporation (ALC), which covers the User's use of ALC product(s) (Product(s)) that accompany this EULA, which may include software programs (Software), hardware (Hardware), associated media, printed materials, and "online" or electronic documentation.

These Products are intended to assist users who are operating ALC products including, but not limited to heating, ventilating, and air conditioning (HVAC) control projects. The Products do not substitute for engineering judgment or experience. ALC extends no guarantees, expressed or implied, as to the accuracy or suitability of the resulting control programs or control systems.

If the User does not agree to the terms of this EULA, then do not install or use the Products or the License. BY EXPLICITLY ACCEPTING THIS EULA, HOWEVER, OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE PRODUCT AND/OR LICENSE, YOU ARE ACKNOWLEDGING AND AGREEING TO BE BOUND BY THE TERMS OF THIS EULA.

INTELLECTUAL PROPERTY AND DATA

ALC owns or has secured rights to use, produce, modify, distribute, sell or license the Products, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the Products. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Products. All right, title and interest in the Products and the intellectual property rights associated therewith shall remain with ALC. User acknowledges that no title to the intellectual property in the Products is transferred by this EULA. This EULA does not grant User any rights in connection with any trademarks or service marks of ALC

ALC owns all non-personal data and information collected in connection with Product, Software, Hardware and associated services and all data associated with the interaction of such Product, Software, Hardware and associated services with user systems, product, software and hardware.

OTHER LIMITATIONS AND RIGHTS

User may not reverse engineer, decompile or disassemble the Products; modify or create derivative works based upon the Products in whole or in part; distribute copies of the Products; remove any proprietary notices or labels on the Products; or resell, lease, rent, transfer, sublicense or otherwise transfer rights to the Products. User may not and shall not copy or otherwise reproduce or make available to any other party any part or all of the Products.

The User may, however, make one (1) copy of Software for backup or archival purposes.

GRANT OF NON-EXCLUSIVE LICENSE

Subject to User's payment in full of the License Fees, and subject further to User's compliance with this the Agreement, ALC grants to User a non-exclusive, non-assignable, non-transferable limited license to the Products in machine-readable object code form only, including any associated documentation, solely for use by User. User shall not make any use of the Products in any manner not expressly permitted by this the EULA.

Software that does not require registration (typically engineering tool software programs and training software programs) may be installed and used on multiple computers within the User's organization as required, but may not be shared with individuals outside the User's organization. User may not modify or create derivative copies of the Software. User may not sublicense, reassign, or transfer this EULA, or any part thereof, to any party. All rights not expressly granted to User are retained by ALC.

DISCLAIMER OF WARRANTIES

USER EXPRESSLY UNDERSTANDS AND AGREES THAT THE USE OF THE PRODUCT IS AT USER'S SOLE RISK. THE PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALC AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS ACCESSED AT USER'S OWN DISCRETION AND RISK, AND USER IS SOLELY RESPONSIBLE FOR ANYTHING THAT RESULTS FROM SUCH USE, INCLUDING BUT NOT LIMITED TO DAMAGE TO USER'S COMPUTER SYSTEM OR OTHER HARDWARE. IN ADDITION, USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO OR INCOMPATIBILITY WITH ANY THIRD PARTY DEVICE WHICH USER CONNECTS TO THE PRODUCT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM ALC OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY WHETHER EXPRESS OR IMPLIED.

LIMITATION ON LIABILITY

USER EXPRESSLY UNDERSTANDS AND AGREES THAT ALC AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE OR TANGIBLE LOSSES (EVEN IF ALC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PRODUCT; (ii) DAMAGE TO ANY HARDWARE, SOFTWARE, SYSTEMS OR OTHER EQUIPMENT RELATED TO USE OF THE PRODUCT; (iii) UNAUTHORIZED USE OF THE PRODUCT; OR (iv) ANY OTHER ISSUE RELATING TO THE PRODUCT OR THE EULA.

USER'S SOLE AND LIMITED REMEDY IS LIMITED TO THE AMOUNT OF MONEY USER PAID FOR THE PRODUCT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF ANY TRANSACTION UNDER THIS EULA MAY BE BROUGHT BY THE USER MORE THAN ONE YEAR AFTER THE USER HAS KNOWLEDGE OF THE OCCURRENCE WHICH GIVES RISE TO THE CAUSE OF SUCH ACTION.

ADDITIONAL SOFTWARE

This EULA applies to updates or supplements, including patches, cumulative patches, add-ons, and built-ins, to the original Products provided by ALC.

THIRD PARTY SOFTWARE

Customer acknowledges that software provided by third party vendors ("Third Party Software") may be embedded in or delivered with the Software. The terms of this Agreement and such other terms that ALC may deliver with the Software shall apply to Customer's use of such Third Party Software. Copies of such Third Party Software license agreements where required to be published are available at www.controlj.com/opensource. All Third Party Software vendors shall be deemed third party beneficiaries under this Agreement. Customer may only use the Third Party Software with the Software, and may not use the Third Party Software on a stand-alone basis or use or integrate it with any other software or device.

PUBLICLY AVAILABLE SOFTWARE

Customer acknowledges that portions of the Software may include software programs that are distributed by ALC pursuant to the terms and conditions of a license granted by the copyright owner of such software programs and which governs Customer's use of such software programs ("Publicly Available Software"). The Customer's use of Publicly Available Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted, however, the Customer may have other rights or obligations under the applicable license for Publicly Available Software and nothing contained herein is intended to impose restrictions or limitations on the Customer's use of the Publicly Available Software differently than as provided for such Publicly Available Software being used,. The disclaimer of warranties and limitation of liability provisions in this Agreement will apply to all of the Software, including Publicly Available Software included in the Software. Information about such Publicly Available Software used including source code and license agreements are available at www.controlj.com/opensource. Further information may be obtained by contacting ALC.

TERMINATION

ALC may terminate this EULA if User does not abide by the terms and conditions of this EULA, in which case all Products and component parts must be returned to ALC and all copies of Products, or any portions thereof, not returned to ALC must be destroyed.

NOTE ON JAVA SUPPORT

Sun Microsystems, Inc. has contractually obligated ALC to make this disclaimer: THE PRODUCT 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 COMMUNICATION 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.

ENTIRE AGREEMENT

This EULA, including any addendum or amendment to this EULA which is included with the Products, is the entire agreement between User and ALC relating to the Products, and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this EULA. To the extent the terms of any ALC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.

CONTACT INFORMATION

If the User has any questions about this EULA, or wants to contact ALC for any reason, please direct all correspondence to: