Graybox OPC Server Toolkit End User License Agreement


THIS LICENSE GRANTS YOU ("RECIPIENT") THE RIGHT TO USE THE GRAYBOX OPC SERVER TOOLKIT SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH BELOW.

INSTALLING OR USING THE GRAYBOX OPC SERVER TOOLKIT SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH THE TERMS, PLEASE DO NOT INSTALL THIS SOFTWARE.


DEFINITIONS

"Redistributables" shall mean the Graybox OPC Server Toolkit DLL's required by your OPC server to load and execute.

"Toolkit Software" shall mean the Redistributables, in object code form only, plus any library and header files required to develop, test, and debug an OPC server created using the Graybox OPC Server Toolkit.

"Licensed Software" shall mean the Toolkit Software plus any other software, in object or source code form, supplied by Graybox Software pursuant to this Agreement. The Licensed Software may include third party software licensed to Graybox Software.

"Development Machine" shall mean the one (1) computer upon which Recipient shall use the Licensed Software for developing, testing, and debugging OPC server applications.


LICENSE

Graybox Software grants to Recipient a personal, non-transferable, non-exclusive license to:

(a) use the Licensed Software on a single Development Machine;
(b) copy the Licensed Software for backup purposes in support of your use of the Licensed Software on the Development Machine, limited to one (1) copy;
(c) freely distribute the Redistributables, as a component of your OPC server created with the OPC Server Toolkit.

Recipient may not reverse engineer, decompile, or disassemble the Licensed Software. Recipient shall not modify or adapt the Licensed Software in any way. The Licensed Software, comprising proprietary trade secret information of Graybox Software and/or its licensors, shall be held in confidence by Recipient and protected from disclosure to third parties.

If you transfer possession of any copy of the licensed software to another party without written consent of Graybox Software, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer any of the right, duties or obligations hereunder is void.


TITLE

Title to and ownership of the Licensed Software and related materials shall at all times remain with Graybox Software. Your right to use the same is at all times subject to the terms and condition of this Agreement. Graybox Software may, from time to time, revise or update the Licensed Software and/or related materials and, in so doing, incurs no obligation to furnish such revisions or updates to you.


LIMITED WARRANTY

Graybox Software warrants that the Toolkit Software will be in substantial conformance with the manual. If, within ninety (90) days after the date of acquisition by the end-user it is shown that the Toolkit Software does not meet this warranty, Graybox Software will correct the defect or error in the Toolkit Software free of charge. Graybox Software does not warrant that operation of the Toolkit Software will be uninterrupted or error free or that it will meet Recipient's needs. All other portions of the Licensed Software are provided "as is" without warranty of any kind.

Except as provided above, the Licensed Software is provided AS IS and TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRAYBOX SOFTWARE FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANDISABILITY, FITNESS FOR A PARTICLUAR PURPOSE AND NON INFRINGEMENT.


LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAYBOX SOFTWARE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF GRAYBOX SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


TERM AND TERMINATION

Recipient may terminate the license granted hereunder at any time by destroying the Licensed Software and the related materials together with all copies in any form and notifying Graybox Software in writing that all use of the Licensed Software has ceased, and that same has been destroyed.

The license will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Licensed Software and the related materials together with all copies in any form and to certify to Graybox Software in writing that all use of the Licensed Software has ceased, and that same has been destroyed.

Termination of this Agreement or any license hereunder shall not relieve recipient of its obligation to pay any and all outstanding charges hereunder nor entitle Recipient to any refund of such charges previously paid.


GOVERNING LAW

This Agreement, and all matters concerning its construction, interpretation, performance or validity, shall be governed by the laws of Russian Federation. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.


YOU ("RECIPIENT") ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.