Software License Agreement

Software License Agreement

ATRON / SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement”), is a legal and enforceable agreement between ATRON Group LLC, it’s brands, subsidiaries and affiliates (“ATRON”)  and the purchaser or user of that certain ATRON Software  (“Licensee” or “You”) as such ATRON Software is installed or accessed through Your purchase of ATRON equipment, devices or products (each an “ATRON Device”). By using the ATRON Device and/or ATRON Software (as defined below), you are agreeing to be bound by the terms of this Agreement.

1. General.
2. Subject to and conditioned upon Licensee’s payment of the applicable fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, ATRON hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license (the License”) to use the ATRON application and any third party software, documentation and any fonts accompanying this Agreement whether on disk, digitally pre-loaded, or in read only memory, on any other media or in any other form (collectively the “ATRON Software”) for use only under the terms of this Agreement. ATRON and/or ATRON’s licensors retain ownership of the ATRON Software itself and reserve all rights not expressly granted to you.
3. ATRON, at its discretion, may make available future upgrades or updates to the ATRON Software for your compatible programmable device. Upgrades and updates, if any, may not necessarily include all existing software features or new features that ATRON releases for newer or other models of programmable device. The terms of this License will govern any software upgrades or updates provided by ATRON that replace and/or supplement the original ATRON Software product, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern.
4. Licensee acknowledges and agrees that the ATRON Software is licensed, not sold, to Licensee. Licensee does not acquire any ownership interest in the ATRON Software under this Agreement or any other rights thereto other than to use the same in accordance with this Agreement. ATRON reserves and retains its entire right, title and interest in and to the ATRON Software and all Intellectual Property Rights arising out of or relating to the ATRON Software, except as expressly granted to the Licensee under this Agreement. Licensee shall use commercially reasonable efforts to safeguard all ATRON Software including copies thereof, from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify ATRON if Licensee becomes aware of any infringement of ATRON’s Intellectual Property Rights in the ATRON Software and fully cooperate with ATRON in any legal action taken by ATRON to enforce its Intellectual Property Rights. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

2. Permitted License Uses and Restrictions.
3. Prohibited Uses. You may not:

(i) use the ATRON Software beyond the scope of the License granted in this Agreement.

(ii)  provide any other person, including any subcontractor, independent contractor, affiliate or service provider of Licensee, with access to or use of the ATRON Software.

(iii)  use the ATRON Software in any way that violates any law, regulation, or rule;

(iv)  use the ATRON Software to develop a competing hardware and/or software, or otherwise in any manner not set forth in this Agreement;

(v) use or make a copy of the ATRON Software, and use it on a system separate from the device on which it was imbedded and provided to the Licensee;

1. No Reverse Engineering. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the ATRON Software (including but not limited to any embedded software, HMI, PLC, SCADA, Apps) or any services provided by the ATRON Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of Open-Sourced Components that may be included with the ATRON Software).
2. Medical Advice. You acknowledge and agree that ATRON is not a healthcare professional and does not provide medical advice or diagnosis, nor does ATRON verify the accuracy of personal information. Our ATRON Software is not a replacement for medical diagnosis and monitored treatment by a physician.
3. Responsibility for Use of Software. Licensee is responsible and liable for all actions and failures to take required actions with respect to the ATRON Software by Licensee or by any other person whom Licensee may provide access to or who may use of the ATRON Software, whether such access or use is permitted by or in violation of this Agreement.
4. Transfer.

You may not rent, lease, lend, redistribute or sublicense the ATRON Software. If you sell your programmable device to a third party, you must remove the ATRON Software from your programmable device before doing so. For ATRON Software you obtained directly from ATRON, you may, however, make a one-time permanent transfer of all of your license rights to the ATRON Software to another party, provided that: (a) the transfer must include all of the ATRON Software, including all its component parts and this Agreement; (b) you do not retain any copies of the ATRON Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the ATRON Software reads and agrees to accept the terms and conditions of this Agreement.

4. Consent to Use of Data.
5. Diagnostic and Usage Data. If you choose to allow diagnostic and usage collection, you agree that ATRON and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your programmable device, system and application software, and peripherals, that is gathered periodically to provide and improve ATRON’s products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the ATRON Software, and to verify compliance with the terms of this Agreement. ATRON may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above.
6. Privacy Policy. At all times your information will be treated in accordance with NDA on file.
7. MotorStarters.com Store and other Services.
8. Access to ATRON’s MotorStarters.com Store and other ATRON and third party services and web sites (collectively and individually, “Services”). Such Services may not be available in all languages or in all countries. Use of the Services requires Internet access and use of certain Services may require an ATRON ID, may require you to accept additional terms of service and may be subject to additional fees.
9. By using Services, you agree to the applicable terms and conditions respectively.
10. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that ATRON is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. ATRON, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. You agree that you will not use any Third Party Materials in a manner that would infringe or violate the rights of any other party, and that ATRON is not in any way responsible for any such use by you.
11. To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services.
12. You agree that the Services, including but not limited to graphics and editorial content, contain proprietary content, information and material that is owned by ATRON and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party or ATRON. No portion of the Services may be reproduced in any form or by any means.
13. In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to from the ATRON Software are not available in all languages or in all countries or regions. ATRON makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. ATRON and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will ATRON be liable for the removal of or disabling of access to any such Services. ATRON may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
14. Termination.

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from ATRON if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you must cease all use of the ATRON Software and destroy all copies, full or partial, of the ATRON Software. Sections 4, 5, 6, 7, 8, 11 and 12 of this Agreement shall survive any such termination.

7. Disclaimer of Warranties.
8. If you are a customer who is a consumer (someone who uses the ATRON Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
9. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE ATRON SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE ATRON SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ATRON SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ATRON AND ATRON’S LICENSORS (COLLECTIVELY REFERRED TO AS “ATRON” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ATRON SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ATRON FURTHER DISCLAIMS ANY AND ALL LOSS, LIABILITY, OR DAMAGES, CAUSED BY THE USE, MISUSE, ALTERNATION OR OTHERWISE OF THE ATRON SOFTWARE AND ANY DEVICES ACCOMPANYING THE ATRON SOFTWARE. ATRON IS NOT RESPONSIBLE FOR YOUR FAILURE TO (I) FOLLOW SAFETY WARNINGS ACCOMPANYING THE ATRON SOFTWARE AND DEVICES; (II) YOUR NEGLIGENT USE OF ATRON’S DEVICES OR ATRON SOFTWARE; OR (III) YOUR INTENTIONAL MISUSE OF ATRON’S DEVICES OR ATRON SOFTWARE.
11. ATRON DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ATRON SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE ATRON SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ATRON SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE ATRON SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN THE ATRON SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION OF THIS ATRON SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS ATRON PRODUCTS AND SERVICES.
12. YOU FURTHER ACKNOWLEDGE THAT THE ATRON SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE ATRON SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
13. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ATRON OR AN ATRON AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ATRON SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ATRON OR ANY OF ITS RESPECTIVE ATRONS, SERVICE PROVIDERS, AGENTS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ATRON SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE ATRON SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ATRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall ATRON’s or ATRON’s affiliates, ATRONs, agents, employees or service providers’ total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

9. Indemnity. Licensee will unconditionally indemnify and defend and hold ATRON, its affiliates, and their officers, directors, employees, contractors and agents (each an “ATRON Indemnified Party”) harmless against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that a ATRON Indemnified Party incurs as a result of or in connection with:

(a) Licensee’s claims or any third-party claims arising from:

(i) Licensee’s failure to obtain any consent, authorization, or license required for use of the ATRON Software or ATRON Device under this Agreement;

(ii)Licensee’s breach of any term of this Agreement;

(iii) Your use of the ATRON Software or ATRON Device in a manner not expressly permitted under this Agreement, including but not limited to your misuse or alteration of the ATRON Software or ATRON Device, or Your inability to follow instructions or comply with corresponding manuals related to the ATRON Software or ATRON Device;

(iv) Licensee’s compliance with any technology, designs, instructions, or requirements;

(v) any claims, costs, damages, and liabilities whatsoever asserted by any person or entity; or

(vi) any violation by You of applicable laws; and

(b) any reasonable costs and attorneys’ fees required for ATRON to respond to a subpoena, court order, or other official government inquiry regarding Your use of the ATRON Software or ATRON Device.

10. Export Control.

You may not use or otherwise export or reexport the ATRON Software except as authorized by United States law and the laws of the jurisdiction(s) in which the ATRON Software was obtained. In particular, but without limitation, the ATRON Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the ATRON Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the ATRON Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

11. Government End Users.

The ATRON Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Programmable Device Software” and “Commercial Programmable device Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Programmable Device Software and Commercial Programmable device Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

12. Controlling Law and Severability.

This Agreement will be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

13. Complete Agreement; Governing Language.

This Agreement constitutes the entire agreement between the parties with respect to the use of the ATRON Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are subject to by entering into an agreement to purchase Goods and Services from ATRON or ATRON’s online store. No amendment to or modification of this Agreement will be binding unless in writing and signed by ATRON. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.

14. Third Party Notices.

Portions of the ATRON Software utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the ATRON Software, and your use of such material is governed by their respective terms.

This agreement last updated September 2020.