END-USER LICENSE AGREEMENT (Rev 12/2009)

IMPORTANT—READ THIS AGREEMENT CAREFULLY: This End-User License Agreement (“EULA”) is a legal contract between you (either an individual or a single entity) (“You or Licensee”) and Rockwell Automation, Inc. ("Rockwell Automation”) for the software product or products that Rockwell Automation licenses to You, which includes computer software and may include associated media (“Software”).  Rockwell Automation may also license to You printed materials, and “online” or electronic documentation ("Documentation"). An amendment or addendum to this EULA may accompany the Software.  ROCKWELL AUTOMATION IS WILLING TO LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE.  IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE, AND PROMPTLY RETURN THE SOFTWARE WITH ALL ACCOMPANYING ITEMS TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, OR IF YOU DOWNLOADED THE PROGRAM, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

This Software is licensed to You -- not sold.  Your rights to use the Software are only those rights specified in this EULA.  

GRANT OF LICENSE

Provided You comply with all the terms and conditions of this EULA, Rockwell Automation and its third party licensors grant You a non-exclusive license to install and use the Software on a single computer, a network server, or on multiple computers owned or leased by the Licensee provided the number of installations and users is not greater than the number of valid software activations purchased.

If the Software You have acquired is a client application utilizing FactoryTalk® Activation and You have acquired a concurrent activation, You may distribute and install an unrestricted number of copies of the client Software on computers or networks owned or leased by the Licensee provided the number of users accessing or using the Software concurrently does not exceed the number of valid software activations You purchased.

If the Software You have acquired is a server application, You are permitted to create or access a single instance of the server application.  You are not permitted to install multiple instances of the server application unless You have purchased multiple server activations.

If the Software You have acquired is licensed to You based upon a capacity or runtime measurement, including but not limited to a specific number of users, units, processors, assets, active tags or screens, You agree not to take any actions to exceed this capacity.  If You desire additional capacity for your Software, You agree to purchase such additional capacity only from Rockwell Automation or its authorized distributors and resellers.

If the Software You have acquired is used in a virtualized environment, whether in a client or server application, the number of concurrently used virtual environments or instances may not exceed the number of valid software activations You purchased.

If the Software You have acquired is used in conjunction with Microsoft SQL Server, You may be provided with a Microsoft SQL Server license during installation. If the Software includes limited license rights for Microsoft SQL Server, You agree to only use such Microsoft SQL Server in conjunction with the Software, and You will acquire from Microsoft any licenses to Microsoft SQL Server that exceeds the rights provided to You under this Software. 

This License does not grant You the right to provide or utilize the Software as an application service provider or the like.  Any attempted sublicense, rental, sale, lease, transfer or commercial hosting of the Software is prohibited.  If the Software requires a software activation process, such as FactoryTalk® Activation, You agree to follow this activation process as part of the license to You under this EULA.  

If this Software is an upgrade or update to a previous version of a Rockwell Automation product, You may not transfer the prior version to another user.  This EULA supersedes any prior license with respect to Your use of the Software.

The Software and the Documentation are copyrighted. Unauthorized copying, reverse assembly, reverse engineering, decompilation, and creating derivative works based on the Software are prohibited. You may make a copy of the Software provided that any such copy is only for archival purposes to internally back-up the Software, or is created as an essential step in the internal installation of Software within Your organization for concurrent activation of Software You have acquired that utilizes FactoryTalk® Activation.  You may not make any other copies of the Software. You may not copy the Documentation.

LIMITED WARRANTY

The Software is warranted for ninety days after its initial delivery to You that it will substantially conform with its Documentation supplied by Rockwell Automation at the time of initial delivery of the Software. Defective media will be replaced without charge if returned during the warranty period. This warranty shall be void if You attempt to modify the Software in any way. Rockwell Automation makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free, or that the functions contained in the Software will meet or satisfy Your intended use or requirements; You assume complete responsibility for decisions made or actions taken based on information obtained using the Software.

TO THE MAXIMUM EXTENT PERMITTED BY LAW THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ROCKWELL AUTOMATION DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY UNDER UCITA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

LIMITATION OF REMEDIES

Rockwell Automation’s entire liability and Your exclusive remedy for breach of the Limited Warranty shall be:

1. The replacement of the Software not meeting the Limited Warranty specified above which is returned with proof of purchase; or

2. If Rockwell Automation is unable to deliver replacement Software which meets the Limited Warranty specified above, You may terminate this EULA by returning or destroying the Software as provided herein, and Rockwell Automation or its reseller will refund Your purchase price. 

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROCKWELL AUTOMATION OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOST SAVINGS, FOR LOSS OF PRIVACY, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ROCKWELL AUTOMATION OR ITS RESELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  ROCKWELL AUTOMATION'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE SOFTWARE GIVING RISE TO THE CLAIM OR LIABILITY.  ALL OF THESE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THIS EULA OR ANY OTHER AGREEMENT BETWEEN YOU AND ROCKWELL AUTOMATION AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF ROCKWELL AUTOMATION’S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES.

TERM AND TERMINATION

This EULA takes effect upon Your use of the Software and remains effective until terminated for any reason.  You may terminate it at any time by destroying all copies of the Software and Documentation in Your possession.  It will also automatically terminate if You fail to comply with any term or condition of this EULA.  You agree upon termination of this EULA to either return to Rockwell Automation or destroy all copies of the Software and Documentation in Your possession.  If this Software has been licensed to You as part of a subscription service, this EULA shall terminate after the period of the subscription has lapsed.

THIS SOFTWARE WILL CEASE TO OPERATE AT THE EXPIRATION OF YOUR LICENSE TERM, OR WHENEVER THE SOFTWARE IS UNABLE TO LOCATE A FACTORYTALK® ACTIVATION.  THIS SOFTWARE WILL CONTINUE TO OPERATE FOR 7 DAYS WITHOUT A FACTORYTALK® ACTIVATION TO PROVIDE USERS A GRACE PERIOD FOR RENEWING APPLICABLE LICENSES OR RESOLVING YOUR FACTORYTALK® ACTIVATION ISSUE.  IMPORTANT:  DURING THE GRACE PERIOD, PRODUCT FEATURES IN EXCESS OF THAT ORIGINALLY LICENSED MAY BE ACCESSIBLE.  LICENSEE IS NOT AUTHORIZED TO USE FEATURES IN EXCESS OF THOSE ORIGINALLY LICENSED.

ACADEMIC USE

If this Software was purchased for academic or research use by an educational institution, it may be used for teaching and research purposes only. Commercial use of the Software is prohibited if the software was intended for educational use. Only the instructor/professor registered to the Software is eligible to contact Rockwell Automation for technical support and product updates. If this Software is Arena simulation software: (i) You have the right to make copies of the Software (the media excluding activation) solely for academic, teaching and research purposes; and (ii)  You also agree to comply with the terms of the Arena Software Academic License Guidelines provided at the end of this EULA.

PREPRODUCTION RELEASES

As an accommodation to Licensee, Rockwell Automation may provide Licensee with a preproduction release of the Software (often labeled a “beta release”).  These releases are not suitable for production use.  Such releases are provided on an “as is” basis.  Rockwell Automation does not warrant preproduction releases.

SAMPLES

The Software may include samples, plug-ins, UI components and/or reports that are provided as an accommodation to You (“Samples”). These Samples are intended to be used for example purposes or to provide additional complimentary features. The Samples may be contained in the Software, Documentation (electronic or printed) or downloaded from the Rockwell Automation website. Rockwell Automation and its third party licensors make no representations or warranties regarding Your use of the Samples and related Documentation. All such Samples are provided "as is". Rockwell Automation disclaims all warranties with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

GOVERNMENT RESTRICTED RIGHTS

If You are a branch or agency of the United States Government, the following provision applies.  The Software and Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).

EXPORT CONTROLS

You acknowledge that the Software is subject to the export control laws and regulations of the United States and any amendments thereof.  You agree that You will not directly or indirectly transfer or use the Software except in compliance with applicable U.S. export laws and regulations.

AUDIT

You agree that Rockwell Automation may audit Your use of the Software for compliance with these terms, upon reasonable notice.  In the event that such audit reveals any use of the Software by You other than in full compliance with the terms of this EULA, You shall reimburse Rockwell Automation for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.

OWNERSHIP

The Software and Documentation are protected by copyright and other intellectual property laws and treaties.  Rockwell Automation or its licensors own the title, copyright, and other intellectual property rights in the Software and Documentation.  The Software and Documentation is licensed, not sold.  Nothing in this EULA constitutes a waiver of our rights under U.S. or international copyright law or any other law.

MISCELLANEOUS.

This EULA shall be governed by the laws of the State of Wisconsin, without regard to any conflict of laws provisions. The United Nations Convention on the International Sale of Goods will not apply.  You agree to bring any action in connection with this EULA or the Software exclusively in the state or federal courts of Wisconsin, and You further agree to the jurisdiction of the state and federal courts of Wisconsin for any action that Rockwell Automation brings against You.

You may not separate component parts of the Software for independent use. The Software may contain third party software which requires notices and/or additional terms and conditions.  Such required third party notices and/or additional terms and conditions are identified in the help or about screens and license.txt or readme text files of the Software and are made a part of and incorporated by reference into this EULA.  By accepting this EULA, You agree to review such terms and conditions set forth therein, if any, and Your use of the Software will be deemed to be Your acceptance thereof.
  
This EULA, and any amendment or addendum to this EULA that accompanies the Software is the complete and exclusive agreement between Rockwell Automation and You, and supersedes all prior agreements, whether written or oral, relating to the Software provided and the Documentation. This EULA may not be changed or modified except by an instrument in writing signed by a duly authorized representative of Rockwell Automation.  If for any reason a court of competent jurisdiction finds any provision of this EULA or portion thereof, to be unenforceable, that provision of the EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect.

The parties acknowledge that they have required the EULA to be drafted in English.  Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat.  In the event of a conflict between the English and other language versions, the English version will prevail.

LICENSE ADDENDUM TO END USER LICENSE AGREEMENT FOR RSLOGIX SOFTWARE

RSLogix License Restriction:

If the Software is RSLogix, this License does not grant You the right to provide or utilize the Software as part of or in connection with a third party service or software application that interacts with the Software: (a) without You manually inputting all commands (e.g. local or remote keyboard emulation without manual keyboard input would be prohibited); or (b) by providing or applying automated instructions or scripting technology to the Software. If this Addendum is being provided for an update of Software that did not contain the above RSLogix License Restriction when it was originally licensed to You, Your earlier rights of use shall apply for the update if You were previously using the Software in the manner now restricted.

Automation Interface Program:

Rockwell Automation has developed a programmatic interface to its RSLogix Software (the “Automation Interface”). The Automation Interface is intended to provide enhanced functionality between Rockwell Automation software products.  

I. RSLogix 5 and 500. Access to the Automation Interface is provided with some versions of RSLogix 5 and 500 and in these cases, You are granted a non-exclusive license to use the Automation Interface in conjunction with Your use of the RSLogix 5 and 500 Software and application code created by the RSLogix 5 and 500 Software, but only:
a)	in applications programmed by You for use in and for Your own control systems within Your own facilities, including the programming of control systems having controllers within them which are intended to be resold as equipment systems with a substantial value added component, or
b)	in applications custom developed for Your individual customers, where each application so developed is owned and used exclusively by a single customer who owns one or more control systems operating within its own facility and the application code developed for each customer is not shared with or among other such customers. 

II. RSLogix 5000. Access to the Automation Interface has not been provided to You with RSLogix 5000 Software and accordingly, You are not granted a license to use the Automation Interface in conjunction with Your use of the RSLogix 5000 Software.

III. Additional restrictions for all RSLogix Software, including any RSLogix tools. You are not licensed to use the Automation Interface or the RSLogix5000 Command Line Tool to:
a)	provide any of the functional capabilities of the RSLogix Software in or enabled through the Automation Interface, in a non-custom retail product as an ASP service or use the Automation Interface in providing any kind of subscription service or the like based on the functionality of the RSLogix Software, such as for remotely validating or verifying controller application code,
b)	provide automated capabilities available to multiple clients or the general public for generating controller application code,
c)	remotely or locally furnish the same software products or services to multiple clients or to the general public, except as permitted in Section I above, or
d)	create or facilitate any script driven applications that provide functionality or interface with any commercially available software programs.

PLEASE NOTE: Rockwell Automation does not include debugging or troubleshooting services for custom applications as a part of our standard support.

LICENSE ADDENDUM TO END USER LICENSE AGREEMENT FOR COMPLIMENTARY SOFTWARE

The Software may include additional software tools or utilities, including, but not limited to the following:  RSLogix Command Line Tool, BootP-DHCP Server, Combination Generator Control Module (CGCM), ClearKeeper, Devicenet Node Commissioning Tool, Logix CPU Security Tool, Logix5000 Clock Update Tool, Logix5000 PLM Sync Utility, Logix5000 Task Monitor Tool, RSLogix 5000 Compare Tool, RSLogix 5000 DeviceNet Tag Generator, RSLogix 5000 Data Preserve Download Tool, RSLogix 5000 Faceplates, RSLogix 5000 IEC61131-3 Translation Tool, Tag Data Monitor Tool, Tag Import Utility, and Tag Upload Download Tool.

Provided You are an authorized licensee of a RSLogix5000 software product and fully comply with this Agreement and any amendments and addendums, You have been provided with a license to these software tools or utilities under this Agreement on a complimentary basis in “AS IS” condition for Licensee’s internal use without any representation, support or warranty whatsoever.  Licensee assumes the entire risk of using these additional complimentary software tools and utilities.  

LICENSE ADDENDUM TO END USER LICENSE AGREEMENT FOR ARENA SOFTWARE

The runtime feature of Arena permits non-licensed users within Your organization to execute certain models created by this Software (some restrictions may apply to the number of modeling constructs and the users’ ability to revise a model). Runtime models may be executed only if the organization owns an active commercial Arena license or the individual has access to the separately purchased runtime activation.

LICENSE ADDENDUM TO RSTRAINER END USER LICENSE AGREEMENT

The RSTRAINER documentation, whether, illustrative, printed, "online" or electronic (hereinafter "Training Documentation") is intended for use only as a learning aid when using Rockwell Automation approved demonstration hardware, software and firmware.  The Training Documentation should only be used as a learning tool by qualified professionals.  

The variety of uses for the hardware, software and firmware (hereinafter "Products") described in this Training Documentation, mandates that those responsible for the application and use of those Products must satisfy themselves that all necessary steps have been taken to ensure that each application and actual use meets all performance and safety requirements, including any applicable laws, regulations, codes and standards in addition to any applicable technical documents.

LICENSE ADDENDUM TO END USER LICENSE AGREEMENT FOR ARENA SOFTWARE ACADEMIC LICENSE GUIDELINES 

This addendum only applies to Software that is Arena simulation software.

The educating of new users and the research conducted with Arena simulation software is invaluable to Rockwell Automation.  This is one reason why Rockwell Automation will continue to offer Arena to academic users at a significant discount.  In order to enable us to continue to our academic program, we take our end user license agreement (EULA) very seriously and expect our users to abide by the established academic use of the software for strictly educational and research purposes.  This document is meant to provide guidelines for using Arena’s Academic Licensing.

DEFINITION OF ACADEMIC

An academic license may be purchased by any accredited institution where the main focus is on educating students and/or providing research.  Many commercial organizations also have an academic component that offers training or teaching, such as service companies and hospitals. The organization’s focus cannot be on supporting external systems, such as non-profit / for-profit hospitals, technology institutes, or think tanks. Unless education is the primary service delivered by the institution, it will be considered to be commercial unless prior written authorization from Rockwell Automation is obtained.

ACADEMIC USERS

Use of the license seats are bound to the college/department that has purchased the seats (for example, if the engineering department purchased the seats, the software can be used only by that college, not shared with the business college).  Only currently enrolled and/or registered students and currently employed professors and staff within the purchasing college/department are authorized to use Arena academic software.  This includes currently enrolled and/or registered students who are currently enrolled in a course in the license-owning college or in a multidisciplinary course included in the license-owning college.  Upon request by Rockwell Automation, You agree to provide proof of such enrollment and/or employment.

COMMERCIAL USE

Use of the academic-licensed software for commercial use is a violation of the end user license agreement (EULA).  The use of the Arena academic licensed software is not permitted for commercial, professional, commercial training, or other for-profit purposes.  While it is common for sponsoring corporations to provide funding for projects, that funding should be in the form of a grant to the academic institution and not to the individual groups, professors/advisors guiding the research or student project work, or other affiliated groups established by or employing the professors/advisors within the institution. This includes instances where the academic user has an ongoing relationship (other research projects) with the corporate sponsor.  Money transfer can also be characterized where an internal “cost equalization” takes place between departments or organizations.  Use of the academic license for commercial purposes could result in revocation of the academic-licensed software.

DISTRIBUTION OF MODEL, TEMPLATES, AND MODEL DATA

The distribution of the model (.doe), program file (.p), templates (.tpl and .tpo) for a study is prohibited without approval by Rockwell Automation.  Data and visuals (including displaying animations that use file types like .avi, .wav, etc.) may be presented as part of analysis that is publicly shared (e.g., contained within a published thesis or paper).  If the commercial institution and/or organization outside of the license-holding college participating in the research or study request the model and/or templates for the study, please contact the Arena sales representative in Your region for assistance on how to transfer the model legally.

RESEARCH

Rockwell Automation encourages the use of Arena software for conducting independent academic research.  The Arena academic version can be used for not-for-profit research outside of the classroom setting, where the primary goal of the research is to solve a general problem with the results being publicly shared and published.  Research outside of these bounds including for-profit and/or outside of the classroom setting where the research is conducted to solve a specific problem for an organization (both internal and external) is not permissible use of the Arena academic software.  For clarification and/or should research be outside of academic use research guidelines, please contact your local sales representative for information on the appropriate university research licensing.

UNDERGRADUATE SENIOR PROJECTS AND GRADUATE WORK 

Rockwell Automation encourages the use of Arena for senior and other classroom-related projects.  These projects include undergraduate, graduate and doctorate theses.  This experience enables students to use simulation to solve real-world problems and exposes recipient companies to the benefits derived from the use of simulation.  These efforts must be undertaken as not-for-profit to comply with academic-use guidelines.  Distribution of model(s) and/or template(s) must also adhere to the aforementioned guidelines. 

CO-OPERATIVE EDUCATION AND INTERNSHIP ASSIGNMENTS

Rockwell Automation encourages the use of Arena in students’ cooperative education and internship assignments.  This experience provides a valuable learning tool in utilizing simulation in solving real-world problems.  However, the use of academic licensing for these assignments is forbidden.  It is the responsibility of the company (including adjoining institutes, hospitals, technology institutes, etc.) sponsoring the assignment to obtain the appropriate commercial licensing.  The use of the evaluation version is permitted.