AUTOMATION STUDIO™ VIEWER END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT (VEUSLMA)
This Automation Studio™ Viewer End User Software License and Maintenance Agreement (VEUSLMA) is the legal agreement between Famic Technologies Inc. and Licensee for the use of Automation Studio™ Viewer (the Products). PLEASE READ this VEUSLMA before downloading or installing the Software. If you do not agree with all these terms and conditions, delete the Software from all the computers on which you downloaded it immediately.
BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.
In this VEUSLMA, the following expressions shall have the following meanings:
|| Means Automation Studio™ Corporate Training Centers Edition.
||Means Automation Studio™ Educational Edition.
||Means Automation Studio™ Professional Edition.
||Means the User's Manuals, as well as all documentation that Famic makes available to Licensee from time to time with regard to the use of the Software and proper exploitation of the License(s).
||When Licensee represents a corporation, Employee means an individual who is employed by Licensee regardless of Licensee’s office location where the said individual attends his/her work. This expressly excludes Licensee’s distributors, resellers, sub-contractors, sales partners, customers, prospects as well as third party providers.
||Means (1) Licensee when Licensee is an individual and (2) the Employee who is the actual user of the Products when Licensee is a corporation.
|| Means Famic Technologies Inc.
||Means a virtual space made available to exchange or to store information and/or Projects to be shared by Software users. The main objective of the Forum is to facilitate and make more productive the use of Software by providing: explanations about specific topics or functions related to Software, answers to users’ questions, examples of use of Software, etc. The content of the Forum can be provided either by Famic or by the general Software users’ community.
||Means Human Machine Interface.
|"Intellectual Property Rights"
||Means all the rights, titles and interests, including copyrights and patent rights, as well as trademark rights, goodwill, trade secrets, know how, and moral rights, in Canada.
||Means the license granted by Famic to Licensee to use copy of the Products and subject to the terms and conditions set out in this Agreement.
||Means the registered End User as identified on the returned Registration Form or via the Internet. Licensee can be either: (1) An individual representing himself/herself who has a License for his/her personal use or (2) A corporation that uses the Licenses for its Employees.
||Means a third party software made publicly available free of charge usually with source code (Open Source) that can be integrated or distributed as such with or without modifications. More information are available at the following website: https://opensource.org/osd.
||Means either Famic or Licensee.
||Means a Software behavior, diagnosed by Famic, which does not substantially conform to the Documentation under normal use of Software and on a common hardware, operating system, Internet Browser and network configuration.
||Means the copy of Software executable code, copy of Documentation, the License’s access codes and any other information needed to install and run Software on Licensee’s computer(s).
||Means an Automation Studio™ Project file with a .PRX extension. It can be opened by Automation Studio™ (full access) or the Viewer for visualization only (restricted access). A Project may contain various types of documents and information including: electrical schematics, fluid power schematics, control schematics, ladder logic diagrams, SFC/GRAFCET diagrams, reports, 2D/3D HMI, plots, 2D mechanisms, internal data acquisition documents, hyperlinks towards documents that come from external applications, etc. A Project can also have its own dictionary of terms, sizing sheets and access rights.
||Means the Automation Studio™ Viewer registration form related to the Products in order to be filled out by Licensee online through Famic’s website and submitted to Famic. The Registration Form states complete Licensee’s coordinates, Licensee’s company information, License number(s) and operation environment information.
||Means Sequential Function Chart.
||Means the copy of Automation Studio™ Viewer software in machine readable form supplied as part of the License supplied to Licensee. Software includes programs, libraries or files in machine readable form (and expressly excludes any source code, whatsoever), parameters, configuration data, instruction manuals, User’s Manuals and other information relevant to such Software developed by Famic and any improved, modified or corrected versions of them.
||Means the written documentation provided by Famic with Software in order to explain its installation, operation, maintenance, etc.
||Means this Automation Studio™ Viewer End User Software License and Maintenance Agreement (this document) applicable to the use of the Products.
||Means the Automation Studio™ Viewer Edition. The Viewer can open Projects with the same version number or older version numbers of ASEE, ASPE or ASCTCE.
2- ACKNOWLEDGING THIS AGREEMENT
The first step of Software download and installation process is the acknowledgement of this VEUSLMA by Licensee.
The download process offers Licensee the option of accepting the terms and conditions of the VEUSLMA or rejecting them. By clicking the acceptance option and launching the download, Licensee declares having read and understood all the terms and conditions of this VEUSLMA and unconditionally accepts to be legally bound by them.
Similarly, the installation process offers Licensee the option of accepting the terms and conditions of the VEUSLMA or rejecting them. By clicking the acceptance option and launching the installation, Licensee declares having read and understood all the terms and conditions of this VEUSLMA and unconditionally accepts to be legally bound by them.
Licensee’s acceptance of the terms and conditions of this VEUSLMA makes this VEUSLMA a legal agreement between:
- Famic and Licensee as an individual if Licensee is acting on behalf of himself/herself; or
- Famic and the corporation for which Licensee is acting as an Employee or otherwise.
3- GRANT OF LICENSE TO USE
Subject to Licensee’s acceptance of all the terms and conditions of this VEUSLMA, Famic grants Licensee a free of charge, non-exclusive, non-perpetual license to use the copy of the Products.
This License to use the Products does not provide Licensee any rights over the source code developed by Famic nor any access to the said source code of the licensed Products.
Famic and its licensors hold and retain all Intellectual Property Rights attached to licensed Products, regardless of the form or media in or on which the original Products and other copies may exist. This VEUSLMA is not a sale.
5- PRODUCTS’ DELIVERY
Famic makes available on its website a copy of the Products for download.
6- THIRD PARTY CODE AND CONTENT
Software may include third party programs and/or related content used by Famic under third party terms and conditions over and above the terms and conditions of the current VEUSLMA. Licensee may be prompted to accept the said terms and conditions. If Licensee does not accept the third party terms and conditions, Software will not install and Licensee must proceed as per Section 6.1 Non Acceptance of Third Party Terms and Conditions. Licensee acknowledges and agrees that the download and/or the installation of Software means the acceptance of third party terms and conditions if any.
Third party code and content may include Open Source code (OSS).
6.1- Non Acceptance of Third Party Terms and Conditions
If Licensee does not accept third party terms and conditions when prompted for during Software installation, Licensee acknowledges and agrees to immediately delete from its computer(s) all downloaded content that is part of the Products.
7- SOFTWARE EDITIONS
In an effort to make the Products more affordable to educational institutions, Famic makes available various editions of Software with different pricing structures. The difference among these Software editions is in the performances offered by each of them. The corresponding Documentation could be the same or may be different. The following editions are available:
The specific sales’ terms and conditions attached to each Software edition are stated in the proposals that Famic provides to its customers prior to the purchase. The said sales’ terms and conditions become an integral part of the VEUSLMA. Famic holds the absolute and unconditional right to change the pricing structure and the scope of each Software edition at any time. Famic may also decide to discontinue a Software edition.
- Educational Edition: This edition is intended to the educational institutions including schools, colleges, professional and vocational schools and universities only. The Educational Edition offers basically most of the functions of the Professional Edition but with limited performances and at a much lower price. This edition cannot be sold to companies or individuals in the industry who do not qualify for the definition of an educational institution. Famic may require Licensee to sign additional documents to certify that Licensee qualifies for the purchase of this Educational Edition.
- Corporate Training Centers Edition: This edition is intended to the corporate training centers that want to use it either for generic training on the technologies supported by Software or to do limited concept design. The Corporate Training Centers are part of companies and not considered educational institutions. This edition offers most of the functions of the Professional Edition but with limited performances and at a lower price.
- Professional Edition: This edition is intended for professional use. It is the reference edition in terms of functions.
- Viewer Edition: This edition allows to open Projects created by the other Software editions (ASPE, ASEE and ASCTCE) in read only mode. No access to engineering, technical or other data is available. The information and component properties in the Projects made available by their owners or creators can be viewed and printed.
8- OPEN SOURCE
The Products and/or related content may include third party Open Source (OSS).
9- LIMITED TITLE WARRANTY
Famic represents and warrants that Software and Documentation have been conceived, created and written by Famic.
Notwithstanding any warranty applicable to the Software and Documentation in this VEUSLMA, Famic hereby disclaims all representations and makes no warranties or conditions of any kind, whether expressed, implied (either in fact or by operation of Law) or statutory, including without limitation, all warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement of Intellectual Property Rights, and all warranties that may arise from course of dealing, course of performance or usage of trade. Famic does not warrant that any use of or access to the service offering will be error-free, complete, secure or the content will not be otherwise lost or damaged or meet Licensee’s requirements or expectations, that operations or availability will be uninterrupted or that all Problems will be corrected or remedied.
THE ABOVE SHALL CONSTITUTE THE ENTIRETY OF THE TITLE WARRANTY GIVEN TO LICENSEE BY FAMIC WITH REGARD TO SOFTWARE AND DOCUMENTATION.
Famic supplies Software and Documentation “AS IS” and does not warrant that they will meet Licensee’s requirements, be error or Problem free or that all errors or Problems will be corrected.
Except as provided in this VEUSLMA, Famic disclaims all expressed and/or implied warranties and conditions pertaining in any way to Software and Documentation, including without limitation, satisfactory quality, any warranty and/or condition of merchantability or fitness for a particular purpose, whether expressed or implied by statute, Common Law, usage of trade, course of dealing, Customs or otherwise. Famic does not warrant that Software will integrate error-free with all the other software running on Licensee’s systems.
11- LIMITATION OF LIABILITY
Licensee’s sole and exclusive remedies in respect of the Products shall be as stated in this VEUSLMA.
In no event will Famic or any of Famic’s third party provider be liable hereunder to Licensee or any third party for any direct, indirect, special, incidental, consequential, or any other damages, liability, expenses or costs of any kind whatsoever, including without limitation loss of profits, loss of revenue, loss of use of Software and Documentation or any other information system on Licensee’s computers, loss of data, business interruption, failure to realize expected savings, cost of procurement of substitute goods or services or other cover, any other similar commercial or economic loss of any kind, however caused and regardless of the legal theory of liability whether derived from contract, tort (including without limitation negligence, infringement of Intellectual Property Rights, Force Majeure, equity, Common Law or any other cause, act of a third party or otherwise) even if Famic has been advised of the possibility thereof.
Licensee agrees, acknowledges and confirms that the limitations of liability set out in this VEUSLMA are fair and reasonable in the commercial circumstances of this VEUSLMA. Licensee agrees and confirms that: releases, waivers, warranty, disclaimers, limitation of liability and indemnities in this VEUSLMA are a fundamental basis of the agreement between Licensee and Famic. In the absence of such releases, waivers, limitations of liability and compensation, Famic would never be involved in this VEUSLMA.
This Section applies even in the event of a breach of condition, a breach of an essential or fundamental term, or a fundamental breach of this VEUSLMA.
Unauthorized copying of the Software and Documentation in total or in part, including software that has been modified, merged or included with other software or the written materials, is expressly forbidden. Licensee may be held legally responsible for any infringement, which is caused or encouraged by Licensee’s failure to abide by the terms of this Agreement.
You may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, or the written materials, remove or modify any notice of intellectual property, copyright, trademark, logo or marking.
This copy of the Products is licensed only to Licensee, and may not be transferred to anyone else. In no event may Licensee assign, transfer, rent, sublicense, lease, sell or otherwise dispose of the Products on a temporary or permanent basis except as expressly provided herein.
14- BACKUP COPY
Subject to the restrictions set in this VEUSLMA, Licensee may make a copy of Software solely for backup purposes. Licensee must reproduce and include the copyright notice on the backup copy.
15- UPDATED VERSIONS
Famic may from time to time create updated versions of the Software and Documentation and may upon conditions that it might establish from time to time make such updates available to Licensee should Licensee be properly registered. It is Licensee’s obligation to ensure that Famic has Licensee’s current address.
Famic may cease supporting existing Software versions used by Licensee. Non supported versions will be shown on the following websites: www.automationstudio.com and www.famictech.com.
15.1- Automatic Updates
The Viewer integrates an Automatic Update function in order to keep the installed Software up to date. This function checks regularly for the availability of new updates and prompts End User in order to install them. The following information is needed for the verification process including: End User’s coordinates, installed License(s) number(s), installed Software edition and version number, machine ID and communication addresses. End User acknowledges and agrees that this function will enable Software to communicate through Internet with Famic’s servers in order to download the updates for installation. The End User information obtained by Famic is used only for the Licenses’ management.
As part of its technical support services to the Products, Famic maintains and makes available to users a general public Forum (See Section 16.1 Public Forum) to share ideas, information, ways of doing, etc. The Forum is intended to improve the user’s experience with the Products.
Licensee acknowledges and agrees that:
- The Forum is intended to share technical content related to the Products. It is not intended to share or post any political, social, religious, racial, malicious, obscene contents or any other topics. Licensee agrees to limit the content posted in the Forum strictly relating to the Products: ask questions/make requests or provide information or suggestions to help other users.
- The content posted must be objective and respectful of the Products and other users.
- Any content posted on the Forum must be first scanned by appropriate tools and made exempt of viruses and any other type of malware and/or spyware that might be harmful to users accessing it.
- The credentials provided by Famic to Licensee to access the Forum are for his/her exclusive use and cannot be shared to allow other users to view the Forum’s content (in the case of Private Forums) or to post any information whatsoever.
- Any form of Forum’s use different than the above will be considered as a misuse or abuse of the Forum. Famic may terminate Licensee’s access to the Forum and, at its own discretion, may also terminate this VEUSLMA and consequently terminate Licensee’s right to use the Products. Licensee may also be held legally responsible for any damage that the misuse of the Forum abuse might cause to Famic or to other users.
- Licensee will diligently inform Famic of any misuse noticed of the Forum.
16.1- Public Forum
Famic maintains and makes available to users a common general public Forum hosted on Famic’s computers. Licensee acknowledges understanding and accepting the following main terms and conditions relating to the Forum’s use:
- The public Forum is not intended to store confidential information.
- No user credentials are required to view the public Forum’s content. However, if a user wants to share content in the public Forum, an access code and a password are required.
- Famic will make its best efforts to maximize the public Forum’s availability to users but Famic cannot and Licensee must not expect that the public Forum will always or continuously be available.
- Any content posted in the public Forum is available publicly. It may be accessed and freely used by other users.
16.2- No Warranty
Famic maintains and supports the Forum with no warranty whatsoever that the service will be maintained, the access will be uninterrupted or the information posted or provided meets Licensee’s expectations, that is error-free or that all errors will be corrected.
Famic retains the absolute and unconditional right to shut down any Forum hosted on its servers.
Regardless of the type of Forum, whether public or private, Famic disclaims all expressed and/or implied warranties and conditions pertaining in any way to the Forum’s support services, including without limitation, satisfactory quality, any warranty and/or condition of merchantability or fitness for a particular purpose whether expressed or implied by Statute, Common Law, usage of trade, course of dealing or otherwise.
Licensee acknowledges and agrees that Famic and any of Famic’s third party providers cannot be held responsible for any content posted on the Forum and may address topics other than those directly related to the Products including without limitation any political, social, religious, racial, malicious, obscene contents, disrespectful opinions or any other similar matters.
This VEUSLMA will terminate automatically without notice from Famic if:
Upon termination, Licensee must destroy all written materials and all copies of Software and Documentation, including modified copies, if any.
- The period of time during which the License can be active expires.
- Licensee fails to comply with any provision of this VEUSLMA other than the ones mentioned above.
18- FORCE MAJEURE
If either Party’s ability to perform its obligations under this Agreement is curtailed or limited, directly or indirectly due to unforeseen circumstances or causes beyond its reasonable control including: Act of God, act of public enemy, terrorism, acts of governmental bodies or agencies foreign or domestic, sabotage, riot, fire, floods, severe weather conditions, explosions or other catastrophes, epidemics or quarantine restrictions, labor unrest or labor shortages, accident, freight embargoes, war, failure or interruption of the internet service or third party internet connection(s) or infrastructure, power failures, and delays occasioned by carriers or delays of suppliers or because of any other causes beyond the relevant Party’s control, in whole or in part, the failure of the relevant Party to perform any obligation under this Agreement, does not constitute a breach or failure of performance under this Agreement for the period of time occasioned by the occurrence. The failing Party due to Force Majeure will make its best efforts to inform the other Party in writing about the circumstances and to limit the delays affecting its performance due to Force Majeure.
Any notice required or permitted to be given under this VEUSLMA, shall be communicated in writing. A notice shall be validly communicated if either delivered personally, by e-mail, by fax or by registered or certified mail with return receipt requested. A notice sent by e-mail or fax is deemed to have been received on date of proof of sending to the e-mail address or fax hereinafter mentioned. A notice given by registered or certified mail shall be deemed to have been received five (5) business days after the date when such notice is mailed.
19.2- No Assignment
Licensee may not assign or transfer this VEUSLMA, in whole or in part or any and all of its rights or obligations in virtue thereof, by operation of law or otherwise including sale of assets, change of control, etc., without having first obtained Famic’s written consent.
19.3- No Waivert
The failure of any Party at any time to require performance by the other Party of any of its obligations hereunder shall in no way affect the right of such Party to require performance thereof by the other Party at any time thereafter. Save provision to the contrary, any waiver by any of the Parties hereto of any of its rights shall be effective only when made in writing and any such waiver is only valid with regard to the rights and circumstances expressly enunciated in the said waiver.
The relationship between Famic and Licensee is one of seller and buyer. Famic and Licensee will act solely as independent entities/companies, and nothing contained or implied in this Agreement will at any time be construed as to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between the Parties.
The invalidity of any particular provision of this VEUSLMA shall not affect any other provisions hereof.
The English version of this VEUSLMA has precedence and is legally binding in case of inconsistencies with any of its translations.
19.7- Complete Agreement
This VEUSLMA constitutes the entire understanding between the Parties in respect of the matters herein and supersedes all prior oral and written understandings, agreements and commitments.
20- GOVERNING LAWS
This VEUSLMA shall be construed and governed in accordance with the laws of the Province of Quebec, Canada. Licensee consents to the exclusive jurisdiction of the courts of the District of Montreal (Quebec), Canada.
LICENSEE ACKNOWLEDGES AND AGREES THAT THE TERMS AND CONDITIONS OF THIS VEUSLMA CANNOT BE MODIFIED BY THE TERMS AND CONDITIONS SPECIFIED IN A PURCHASE ORDER SENT BY LICENSEE TO FAMIC EVEN IF THE TERMS AND CONDITIONS ON THE SAID PURCHASE ORDER SPECIFIES THE CONTRARY.
LICENSEE ACKNOWLEDGES THAT HE/SHE HAS READ THIS VEUSLMA, UNDERSTANDS EACH ONE OF ITS TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THEM. LICENSEE ALSO AGREES THAT THESE TERMS AND CONDITIONS ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES, AND THEY SUPERSEDE ALL PRIOR AGREEMENTS, EITHER WRITTEN OR ORAL AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES.