Honeywell Software End User License Agreement
HONEYWELL IS WILLING TO PROVIDE A LIMITED LICENSE OF THE SOFTWARE TO YOU ONLY
ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ
THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE "I
ACCEPT" BUTTON. BY CLICKING ON THE "I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU
HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. BY
INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE YOU
REPRESENT THAT YOU ARE ACTING ON BEHALF OF YOUR EMPLOYER (SUCH EMPLOYER
HEREINFTER REFERRED TO AS "YOU" OR THE "LICENSEE"), AND ARE AUTHORIZED TO, AND
DO, ACCEPT THESE TERMS ON ITS BEHALF. THE ACCEPTANCE OF THIS AGREEMENT IS
REQUIRED FOR USE OF THE LICENSED SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF
THIS AGREEMENT: (A) DO NOT INSTALL, COPY, DOWLOAD, ACCESS, OTHERWISE USE THE
SOFTWARE; AND (B) RETURN THE COMPLETE UNUSED SOFTWARE AND ALL ACCOMPANYING
ITEMS AND PACKING WITHIN 30 DAYS OF PURCHASE FOR A FULL REFUND OF ANY AMOUNT
PAID FOR THE RETURNED SOFTWARE.
This End User License Agreement ("Agreement") is a legal contract between
Honeywell International Inc., acting through its Environmental and Combustion
Controls business, having an office at 1985 Douglas Drive North, Golden Valley
MN 55422 ("Honeywell"), and You. The right to use the Software is granted only
on the condition that you agree to the following terms:
- LICENSE GRANT
1.1 Subject to the terms and conditions herein, Honeywell grants, and You
accept, a nonexclusive, non-transferable, limited license to install,
execute, and use the Software with the Designated System. All such use of
the Software shall be for your internal business purposes, at and for the
benefit of the Designated Facility only.
1.2 The license granted in Section 1.1 above does not include the right to
make copies of the Software.
- PROPERTY RIGHTS
The Software is highly confidential and proprietary to Honeywell or
Honeywell's Software vendor(s) and title thereto remains in Honeywell or
Honeywell's Software vendor(s). All applicable rights in patents,
copyrights, trademarks and trade secrets in the Software are and will remain
in Honeywell or Honeywell's Software vendor(s). You shall not sell, lease
transfer, publicly disclose or display or otherwise make available the
Software or copies thereof to others. You agree to secure and protect the
Software in a manner consistent with the maintenance of Honeywell's or
Honeywell's Software vendor's rights therein.You shall not, and will not
permit others, to modify, adapt, translate, reverse engineer, decompile,
disassemble or otherwise attempt to create derivate works or alter of the
Software or discover its source code. The terms of this Section will survive
termination or expiration of this Agreement. You understand that violation
of this provision may cause irreparable harm to Honeywell.
- TERM AND TERMINATION
1.1 This Agreement is effective upon first installation, downloading,
access, or other use of the Software and shall remain in effect until
terminated.
1.2 Honeywell may terminate this Agreement immediately if you fail to
comply with any of terms and conditions of this Agreement including, but
not limited to, failing to pay any fees or charges when due. Termination
of this Agreement by Honeywell shall, among other things, constitute
termination of all licenses granted hereunder.
1.3 Within 5 days after the termination of this Agreement, unless the
requirement is waived by Honeywell, you will return to Honeywell the
Software in the form provided by Honeywell and all copies.
- TRANSFER
You understand that reproduction of copies of the Software and/or transfer
of the Software or any copy thereof may be a serious crime, as well as
subjecting You to damages and attorneys' fees. You may not transfer the
original or any copy of the Software to another person except with
Honeywell's prior written approval. Honeywell has the right to terminate the
License, to trace serial numbers, and to take legal action if these
conditions are violated. This License Agreement may not be assigned by you.
- DISCLAIMER OF WARRANTY
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. FURTHER,
HONEYWELL DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING
THE USE, OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. IF THE SOFTWARE IS DEFECTIVE,
YOU AND NOT HONEYWELL ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING,
REPAIR OR CORRECTION. HONEYWELL AND ITS SOFTWARE VENDORS EXCLUDE ALL
WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY AND INDEMNIFICATION
6.1 Neither Honeywell nor anyone else who has been involved in the
creation, production or delivery of the Software shall be liable for any
direct, indirect, consequential, or incidental damages (including
damages for loss of business profits, business interruption, loss of
business information and the like) arising out of training on the
Software, nor the use of or inability to use such Software even if
Honeywell has been advised of the possibility of such damages. In no
event shall Honeywell will liable for any amount in excess of the
amounts paid by you for the Software.
6.2 You hereby release Honeywell from any and all liability relating
directly or indirectly, to Honeywell's providing training on the
Software, your entry of data using the Software, your error in writing
or modifying software programs using the Software, or any other act
relating to or arising out use of the Software. Further, You agree to
indemnify and hold Honeywell harmless from and against any claim, loss
of damage, arising directly or indirectly out of your use of the
Software or the use of the Software by anyone while the Software is
licensed to You. In the event the cause of any damage cannot be
determined, the damage will be presumed to be caused by your use of the
Software and this paragraph shall apply with respect to such damage.
- GENERAL
7.1 Honeywell shall have the right, upon reasonable notice during
business hours, to audit your use of the Software for purposes of
evaluating your compliance with this Agreement.
7.2 This License Agreement may be amended only by an instrument in
writing executed by You and Honeywell.
7.3 You agree that no copy of the Software, nor any of its associated
documentation, nor any other information regarding such Software shall
be transmitted into any country other than the country in which the
designated installation is located without the express written consent
of Honeywell. Such written consent must specify both the country from
which the Software is to be moved and the country into which the
Software is to be moved.
7.4 Software, including technical data, is subject to U.S. export
control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import
regulations in other countries. You agree to comply strictly with all
such regulations and acknowledge that you have the responsibility to
obtain such licenses to export, re-export, or import the Software. The
Software may not be used, sold, resold, sublicensed, diverted,
transferred, reshipped, or otherwise exported or re-exported: (i) in,
into or through any country designated as a terrorist supporting country
by the U.S. government or any of its agencies; (ii) in, into or through
any country for which the U.S. has an embargo or with which the U.S. or
any of its agencies maintains comprehensive trade controls; (iii) to or
by a national or resident of the countries described in (i) or (ii); or
(iv) to or by any party included in the United States Department of
Commerce's Denied Persons List, Entity List or Unverified List; or the
United States Department of the Treasury's Specially Designated
Nationals, Specially Designated Global Terrorists, Specially Designated
Narcotics Traffickers, or Specially Designated Terrorists List; or the
United States Department of State's Designated Foreign Terrorist
Organizations or Debarred Persons List; or is otherwise designated by
the U.S. government, or any of its agencies, as a party with which it is
unlawful to do business.
7.5 The Software is provided with restricted rights. With respect to any
acquisition of the Software by or for any unit or agency of the U.S.
Government ("Government"), the Software shall be classified as
"Commercial Computer Software," as that term is defined in the
applicable provisions of the Federal Acquisition Regulation ("FAR") and
supplements thereto, including the Department of Defense ("DoD") FAR
Supplement ("DFARS"). If the Software is supplied for use by DoD, the
Software is delivered subject to the terms of this Agreement and either
(i) in accordance with DFARS 252.227-7202-1(a) and 227.7202-3(a), or
(ii) with restricted rights in accordance with DFARS 252.227
7013(c)(1)(ii), as applicable. If the Software is supplied for use by a
federal agency other than DoD, the Software is restricted computer
software delivered subject to the terms of this Agreement and (i) FAR
12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14 (ALT III), as
applicable.
7.6 The failure of either party to enforce at any time any of the
provisions of this agreement shall not be construed to be a continuing
waiver of any provisions hereunder nor shall any such failure prejudice
the right of such party to take any action in the future to enforce any
provisions hereunder.
7.7 In the event any provision of this Agreement is determined to be
illegal, invalid, or unenforceable, the validity and enforceability of
the remaining provisions of this Agreement will not be affected and, in
lieu of such illegal, invalid, or unenforceable provision, there will be
added as part of this Agreement one or more provisions as similar in
terms as may be legal, valid and enforceable under applicable law.
7.8 You acknowledge that any breach of your obligations hereunder
with respect to the Software or the confidential information of
Honeywell will cause Honeywell irreparable injury for which it has no
adequate remedy at law. You further agree that Honeywell will be
entitled to seek and obtain equitable relief, including preliminary
injunctions and temporary restraining orders, to prevent any
unauthorized use of the Software and confidential information, without
posting of bond or other security, in addition to all other remedies
available to it under this Agreement or other applicable law.
7.9 This Agreement will be governed by and interpreted in accordance
with the laws of the State of Minnesota without reference to conflict of
laws principles. If for any reason a court of competent jurisdiction
finds any provision of the Agreement to be unenforceable, that provision
will be enforced to the maximum extent possible to effectuate the intent
of the parties, and the remainder of the Agreement will continue in full
force and effect. This Agreement shall not be governed by the United
Nations Convention on Contracts for the International Sale of Goods, or
by the Uniform Computer Information Transactions Act (UCITA). The
parties agree that exclusive jurisdiction for any dispute arising out of
or
relating to this Agreement lies within courts located in the State of
Minnesota. Notwithstanding the foregoing, any judgment may be enforced
in any United States or foreign court.
- DEFINITIONS
8.1 "Designated Facility" means the particular building(s) owned or
operated by you or authorized Honeywell customers at the locations
authorized by Honeywell for use with the Software.
8.2 "Designated System" means the equipment and/or computer hardware
authorized by Honeywell for use with the Software.
8.3 "Software" means the computer software in machine-readable, object
code form only, owned and distributed by Honeywell via CD ROM, the
Internet, or other distribution mechanism, including any Updates to such
Software that may be provided by Honeywell to this Agreement.
8.4 "Updates" means any enhancement, upgrade, or modification to
the Licensed Software that may be provided by Honeywell under this
Agreement but excluding any items licensed, marketed or distributed by
Honeywell as a separately-priced product.