PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING SOFTWARE. SCHWEITZER ENGINEERING LABORATORIES, INC. OR ITS AFFILIATE ("SEL") IS WILLING TO LICENSE SOFTWARE TO YOU AND/OR YOUR COMPANY ("LICENSEE") ONLY ON THE CONDITION THAT LICENSEE ACCEPTS THE TERMS OF THIS AGREEMENT. BY INSTALLING SOFTWARE OR OPENING THE PACKAGE (OR, IF THIS AGREEMENT IS DISPLAYED ELECTRONICALLY, CLICKING "I ACCEPT" OR "I AGREE"), LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL SOFTWARE OR OPEN THE PACKAGE (OR, IF THIS AGREEMENT IS DISPLAYED ELECTRONICALLY, CLICK "NO" OR "CANCEL") AND PROMPTLY RETURN SOFTWARE TO SEL WITHIN TWENTY (20) DAYS OF PURCHASE FOR A FULL REFUND OF ANY LICENSE FEE PAID. THE TERMS OF THIS AGREEMENT SHALL APPLY TO ANY SOFTWARE PROVIDED BY SEL TO LICENSEE, WHETHER OR NOT EMBEDDED IN SEL PRODUCTS.
- License to Use. "Software" means proprietary computer software licensed by SEL, whether or not embedded as firmware in SEL products, and includes all copyright, trade secret, patent and other property rights in and to Software, any upgrades, updates, modifications, enhancements to, and derivative works of Software, any associated media (including without limitation user manuals, training guides, other written documentation, executable files, help files and other files) and any copies of Software. SEL grants to Licensee a perpetual, worldwide, non‑exclusive, non‑transferable, personal, revocable, and limited license to use the current version of Software. SEL licenses (and not sells) Software to Licensee and no title or ownership interest in Software is transferred to Licensee.
- Limitations on Use. Software is copyrighted and possibly patented and contains proprietary information and trade secrets belonging to SEL or its affiliates and subsidiaries. Licensee shall not modify, decompile, disassemble, decrypt, extract or otherwise reverse‑engineer Software, or create derivative works based upon all or part of Software. Licensee shall not sublicense, transfer, loan, rent, lease or assign Software or this Agreement to any other person without the prior written consent of an authorized employee of SEL. Licensee shall not remove or obscure any copyright or other intellectual property notices on Software. Licensee shall not, in whole or in part, disclose Software to any third party nor use Software for any purpose other than its own internal business purposes. Licensee shall take all reasonably appropriate actions, whether by instruction, contract or otherwise, to ensure that Licensee’s employees comply with this Agreement. Licensee shall not use Software until Licensee has paid SEL the Software license fee (if applicable) or the product price (which includes the firmware license fee for embedded software). Licensee is not granted a license to any Software upgrade, update, modification, or enhancement offered by SEL, unless i) Licensee acknowledges that use of such upgrade, update, modification, or enhancement is subject to the terms of this Agreement and subsequent amendment(s), and ii) Licensee has paid any applicable Annual Upgrade Subscription License fee.
- Limitations on Copying. All copies of Software shall conspicuously display any copyright and other intellectual property notices found on the original Software. Licensee shall not copy written documentation provided with Software. If Licensee holds a Single-Seat License, Software may be installed on only one (1) computer during the term of the license, and Licensee shall not copy Software, except as reasonably necessary to run Software or to interconnect Software with other programs, or for backup purposes. If Licensee holds a Corporate License, Licensee may make a limited number of copies (not to exceed fifty (50) seats) to fulfill its needs within the corporation and for backup purposes.
- Termination. Licensee’s rights to Software shall terminate upon any violation or termination of this Agreement. Licensee’s obligations pursuant to this Agreement shall survive any termination of this Agreement. Licensee shall return to SEL any media containing, and delete any electronic copies of, Software immediately upon termination of this Agreement and certify same in writing to SEL.
- Warranty. Software embedded as SEL firmware shall be covered under the SEL Standard Product Warranty for the respective product. Software not embedded as product firmware shall, at the time of delivery, substantially conform to SEL’s then‑current published specifications for ninety (90) days after delivery. Licensee acknowledges that Software is of such complexity that it may have inherent defects. SEL shall attempt to correct documented errors that SEL’s diagnosis indicates are caused by a defect in Software, provided that Licensee notifies SEL of any such defect within ninety (90) days after delivery. SEL does not provide any warranty if Software’s nonconformance is a result of Licensee’s abuse, improper use, or modification of Software. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT TITLE AND PATENT INFRINGEMENT, AND IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SEL FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF SOFTWARE. SEL MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR WITHOUT INTERRUPTION. SEL shall not be held liable for any damages whatsoever (including without limitation any incidental, direct, indirect, special, consequential, and punitive damages) arising from or in connection with the delivery, use, or performance of Software, even if SEL has been advised of the possibility of such damages. This paragraph sets forth Licensee’s sole remedy and SEL’s sole liability.
- U.S. Government Restricted Rights. Software (including documentation and embedded software) is provided as commercial and restricted computer software. Use, duplication or disclosure by the U.S. Government or any U.S. Government contractor or subcontractor is subject to the restrictions set forth in 48CFR12.212, 48CFR52.227‑14, 48CFR52.227‑19, or 48CFR227.7202, as applicable.
- Governing Law and Dispute Resolution. The laws of the State of Washington, USA, excluding conflict of laws principles, shall govern this Agreement. The parties reject any applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Arbitration shall be held in Seattle, Washington, or another location agreed upon by the parties, and shall be conducted in English. The prevailing party to any dispute shall be entitled to recover legal fees and other costs (including without limitation arbitration fees, disbursements, collection costs, and the allocated cost of in‑house counsel)
- Miscellaneous. Any modification of these Terms must be in a writing signed by an authorized officer of SEL. Licensee shall comply with all applicable laws, regulations, and orders of the United States or any other jurisdiction, including without limitation all applicable export laws, regulations, and orders. Any notice pursuant to this Agreement shall be deemed given when sent by registered or certified mail (return receipt requested), overnight delivery or fax (confirmed receipt and sent by mail) to an authorized officer at the address or fax number provided on the SEL sales order acknowledgment if to SEL or, if no such address or fax number is provided, at the registered headquarters of the other party. All rights and duties hereunder shall be for the sole and exclusive benefit of Licensee and SEL and not for the benefit of any other party. The assignment or transfer by Licensee of any rights or duties hereunder without prior written consent of SEL shall not relieve Licensee of any obligations to SEL. No failure or delay by either party in exercising any right or remedy, or insisting upon strict compliance by the other party with any obligation in this Agreement, shall constitute a waiver of any right thereafter to demand exact compliance with this Agreement. The invalidity, in whole or part, of any provision in this Agreement shall not affect the remainder of such provision or any other provision and, where possible, shall be replaced by a valid provision that effects as close as possible the intent of the invalid provision. Neither party shall be liable for failure to perform or delay in performance of any obligation under this Agreement (except payment of amounts already due and owing) where such failure or delay results from any event beyond its reasonable control.