SOFTWARE LICENSE AGREEMENT
The accompanying software (“Software”) is provided by ITW EAE, a division of Illinois Tool Works, Inc. (“ITW EAE”), 8860 207th Street, Minneapolis, MN 55044, U.S.A., to qualified purchasers for use in conjunction with ITW EAE equipment only.
IMPORTANT-READ CAREFULLY: This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and ITW EAE, a division of Illinois Tool Works, Inc. (“ITW EAE”). BY DOWNLOADING, OPENING THE SEALED SOFTWARE PACKET(S) AND/OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement, promptly return the Software including any unopened Software packet(s) and the accompanying items, including any ITW EAE hardware, written materials, and binders or other containers, to the place you obtained them for a full refund.
SOFTWARE LICENSE
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.
1. GRANT OF LICENSE. This Agreement grants you the limited, non-exclusive right to use one copy of the Software on a single ITW EAE system at a time. No concurrent usage of this Software is permitted, except in the case where the intention of the Software is to modify the ITW EAE system, such as a Software update or to enable a Software feature.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Termination. Without prejudice to any other rights, ITW EAE may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. Upon termination of this Agreement for any reason, you must destroy all copies of the Software and all of its component parts.
Transfer. You may permanently transfer the Software, together with all of your rights under this Agreement, to another end user, provided you transfer all of the Software (including any component parts, media and printed materials, any upgrades and this Agreement) and you retain no copies. In addition the end user receiving the transferred Software must agree to all the terms of this Agreement.
3. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software, and any copies you are permitted to make herein are owned by ITW EAE. All rights not expressly granted are reserved by ITW EAE.
4. U.S. GOVERNMENT RESTRICTED RIGHTS. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
5. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree 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 U.S. and other governments.
MISCELLANEOUS. If you acquired this Software in the United States, this Agreement is governed by the laws of the State of Minnesota. If this Software was acquired outside the United States, then local law may apply.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITW EAE PROVIDES TO YOU THE SOFTWARE, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SOFTWARE ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; AND DEPATCH HEREBY DISCLAIMS WITH RESPECT TO THE SOFTWARE AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES REMAINS WITH YOU.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ITW EAE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, 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, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ITW EAE OR ANY SUPPLIER, AND EVEN IF ITW EAE OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF ITW EAE AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.