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End User License Agreement
This License Agreement ("Agreement") is a legal agreement between Honeywell International Inc. ("Licensor") and the legal entity on whose behalf the Agreement is being accepted, including all employee end-users of such legal entity (collectively, "Licensee").
By accepting this Agreement, Licensee agrees to use the associated software ("Software") only in accordance with this Agreement, which also applies to any updates, upgrades, revisions, patches, bug fixes, new versions, supplements, and other modifications to, as well as Internet-based services and support services for, the Software, unless other terms accompany those items; if so, those terms apply.
The Software is not licensed to, and may not be used by, Licensee without accepting this Agreement. Installation of the Software will constitute acceptance and may be revoked only by completely uninstalling and deleting all instances of the Software.
OWNERSHIP: The Software may include software owned by Licensor and software licensed by Licensor from its software suppliers ("Suppliers"). Licensee acknowledges and agrees that, as between (a) Licensor and its Suppliers and (b)Licensee, the Software and any accompanying materials (including, without limitation, materials incorporated in or embedded with the Software and printed or electronic materials accompanying the Software) are solely and exclusively owned by Licensor and its Suppliers; are protected under U.S. and international copyright laws; and may be protected under additional intellectual property laws, including laws applicable to patents and published patent applications. The Software is licensed, not sold, and Licensor and its Suppliers retain all right, title, and interest therein other than those rights specifically granted to Licensee under this Agreement.
LICENSE: Licensor hereby grants Licensee a license to use the Software that is non-exclusive, fully paid, royalty free, non-transferable, and does not include any right of sub-license. The Software may be used only in object or executable code form, and only with products manufactured or directly provided by Licensor ("Products"). The Software may not be rented, leased, or loaned. Licensee may permanently transfer its rights under this Agreement only as part of a permanent sale or transfer of the Products, and only if the recipient accepts this Agreement. If the Software is an upgrade, any transfer must also include all prior versions of the Software. Unauthorized copying of the Software is expressly forbidden. Licensee may be held legally responsible for any infringement of copyright or other intellectual property rights caused by failure to abide by this Agreement. User guides, programming guides, and other documentation for the Software provided by Licensor in either printed or electronic form may be copied and distributed only as necessary for use of the Software as licensed hereunder. The rights granted by this Agreement do not give Licensee rights to implement patents or other intellectual property of Licensor or its Suppliers.
OPEN SOURCE RESTRICTIONS: Licensee represents and warrants that any use by Licensee of Open Source software in conjunction with the Software will not: (i) create, or purport to create, obligations on Licensor or its Suppliers with respect to the Software; or (ii) grant, or purport to grant, to any third party any rights to the Software that are not permitted by this Agreement; or (iii) grant, or purport to grant, to any third party any immunities with respect to Licensor's or its Suppliers' proprietary rights.
LICENSEE REPRESENTATIONS AND WARRANTIES REGARDING USE OF THE SOFTWARE: Licensee represents and warrants that it will not, and will not cause or knowingly allow others to, do any of the following:
- use the Software unlawfully;
- place harmful software on the Software or use it in connection with the Software, including but not limited to the generation or dissemination of computer viruses, Trojan horses, time bombs, denial of service attacks, key-logging and other monitoring software, worms, or logic bombs;
- use the Software, by itself or in conjunction with harmful software, to:
- negatively impact the operation or performance of the Software,
- negatively impact the safety, security, or privacy of users or owners of the Software,
- negatively impact the operation or performance of the networks with which the Software may interact ("Networks"),
- attempt unauthorized use of or access to such Networks, or to any service, data or account, or,
- cause harm to the Software, the Products with which they are used, or the Networks, or impair their use by others.
USE RESTRICTIONS: The Software and any accompanying materials may not be used, printed, copied, or displayed in whole or in part except as expressly permitted in writing. Licensee may not modify, translate, alter, create derivatives of, "reverse compile," decompile, merge with another program, or otherwise derive the source code for the Software, or defeat any "keys" or codes controlling authorized access or functionality, nor allow others to do the same. With respect to any trademarks, brands, logos, or similar indicia of origin, Licensee agrees that, as between (a) Licensee and (b) Licensor and its Suppliers, Licensor and its Suppliers are the sole and exclusive owners of all right, title, and interest thereto, and that Licensee will make no use thereof without prior authorization, which must be provided in a signed writing separate from this agreement. With respect to any proprietary rights markings and notices contained in the Software and documentation, including but not limited to patent and copyright markings, Licensee agrees not to remove, obscure or alter such markings and notices, and to faithfully reproduce them in any copies.
INDEMNIFICATION: Licensee agrees to defend, indemnify, and hold harmless Licensor, its Suppliers, and their respective officers, directors, employees, and successors and assigns against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred by Licensor or its Suppliers (including but not limited to costs of defense, investigation, and reasonable attorney's fees) arising out of, resulting from, or related to failure to comply with the terms of this Agreement, including but not limited to (1) the Open Source and Use Restrictions, (2) unauthorized use or disclosure of Software, and (3) breach of Licensee's representations and warranties set forth herein.
DISCLAIMERS AND LIMITATIONS OF LIABILITY: THE SOFTWARE IS NOT FAULT TOLERANT, AND IS PROVIDED AS IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR, WITH RESPECT TO ANY OPEN SOURCE SOFTWARE, EACH RESPECTIVE OPEN SOURCE LICENSE, LICENSOR, ITS SUPPLIERS, AND ANY OPEN SOURCE CONTRIBUTORS (1) DISCLAIM ANY AND ALL PROMISES AND REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, AND THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, (2) DISCLAIM ALL WARRANTIES, WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; AND, (3) SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY AMOUNT IN EXCESS OF (1) AS TO LICENSOR, THE INITIAL LICENSE FEE THAT LICENSOR RECEIVED FROM LICENSEE FOR THE SOFTWARE, OR (2) AS TO SUPPLIERS, TWO HUNDRED AND FIFTY U.S. DOLLARS ($250.00). ALL RISK AS TO QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE.
TERM: The term of this license starts upon installation of the Software and terminates immediately and automatically upon any material breach of this Agreement, or if Licensee ceases using the Software, uninstalls all instances of it, and deletes/destroys all copies thereof together with any accompanying documentation.
GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America. For any action arising in connection with this Agreement, including a claim for breach, Licensee consents to the nonexclusive jurisdiction of the state and federal courts in the State of New York, and agrees to waive and hereby waives any objection or challenge to those courts' jurisdiction over Licensee in such an action.
GENERAL: This Agreement is the complete agreement and understanding of the parties with respect to the Software and any accompanying documentation and supersedes all prior oral, written, or other representations and agreements. Licensee acknowledges that the Software is of U.S. origin, and agrees 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 country destination restrictions issued by the U.S. and other governments. If the Software is acquired under the terms of a U.S. Government contract, its use, duplication, and disclosure are subject to the terms of this license and the restrictions contained in the Rights in Technical Data and Computer Software clause at 252.227-7013 (DOD contracts); and subdivisions (a) through (d) of 52.227-19 as applicable.
